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Item 9A. Controls and Procedures

2022-08-25 compared with 2021-08-26 · 726 added, 687 removed, 2024 unchanged (41% of the section changed)

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Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022.

Based on the evaluation of our

disclosure controls and procedures as of June 30, 2021, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Based on the evaluation of our disclosure controls and procedures as of June 30, 2022, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

We have included our Management Report over Internal Control over Financial Reporting in “Item 15.

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This information is incorporated by reference to the “Security Ownership of Certain Beneficial Owners and Management” section of our 2022 Proxy Statement.

For equity compensation plan information, see “Equity Compensation Plan Information” in Part II, Item 5 hereof, which is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

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List of documents filed as part of this Report:

(1) Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm included herein:

(1) Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

34 ) included herein:

See Index on page F-1.

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and Rainbow UK Bidco Limited (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2020).

Amended and Restated Separation Agreement, dated November 11, 2020, by and among Coty Inc., Coty International B.V., Waves UK Divestco Limited and Rainbow UK Bidco Limited(incorporated by reference to Exhibit 2.1 of the C o mpany ’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2020).

Amended and Restated Separation Agreement, dated November 11, 2020, by and among Coty Inc., Coty International B.V., Waves UK Divestco Limited and Rainbow UK Bidco Limited(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 12, 2020).

Amended and Restated Certificate of Incorporation of Coty Inc.

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London Branch, as London Paying Agent with respect to the Euro Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2026 Dollar notes (included in Exhibit 4.

5 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2023 Euro Notes (included in Exhibit 4.

5 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2036 Euro Notes (included in Exhibit 4.

5 ) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2026 Dollar N otes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2023 Euro Notes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Form of 2026 Euro Notes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2018).

Stockholders Agreement, dated as of March 17, 2019, by and among JAB Holdings, Parent, Offeror and the Company (incorporated by reference to Exhibit (e)(17) to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9/A filed on March 18, 2019).

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1, dated as of June 16, 2021 among and acknowledged by JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americas as initial other authorized representative, and the Company to the First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021 among JPMorgan Chase Bank, N.A., as credit facility agent and Deutsche Bank Trust Company Americas as initial other authorized representative (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 16, 2021).

Pledge and Security Agreement, dated as of June 16, 2021, by and among Coty Inc., the other grantors from time to time party thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.

4 to the Company’s Current Report on Form 8-K filed on June 16, 2021).

Indenture, dated as of November 30, 2021, among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

LLC, the guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent and Collateral Agent.

(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 30 , 2021).

Form of 4.750% Senior Secured Notes due 2029.

(included in Exhibit 4.

19 ) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 30, 2021).

Joinder Agreement No.

2, dated as of November 30, 2021 among JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americas as initial other authorized representative, and the Company to the First Lien/First Lien Intercreditor Agreement, dated as of April 21, 2021, as modified by the Joinder Agreement No.

1, dated as of June 16, 2021, among JPMorgan Chase Bank, N.A., as credit facility agent, and Deutsche Bank Trust Company Americas, as initial other authorized representative.

(incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 30, 2021).

Pledge and Security Agreement, dated as of November 30, 2021, by and among Coty Inc., HFC Prestige Products, Inc., HFC Prestige International U.S.

LLC, the other grantors from time to time party thereto and Deutsche Bank Trust Company Americas, as collateral agent (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on November 30, 2021).

Credit Agreement, dated as of October 27, 2015, by and among Coty Inc., the other borrowers party thereto from time to time, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2015).

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3 to Credit Agreement (Incremental Assumption Agreement), dated as of June 4, 2021, by and among Coty Inc., Coty B.V., the other loan parties party thereto, the incremental revolving lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2021).

Refinancing Amendment, dated as of November 30, 2021, by and among Coty Inc., Coty B.V., the other loan parties party thereto, the refinancing revolving lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

(incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on November 30, 2021)

Investment Agreement, dated May 11, 2020, by and between Coty Inc.

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(incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed on December 1, 2020).

Redemption Agreement dated as of September 30, 2021, by and among Coty Inc., KKR Rainbow Aggregator L.P., Rainbow Capital Group Limited and Coty JV Holdings S.a.r.l (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on on Form 8-K filed on October 1, 2021).

Redemption Agreement dated as of November 6, 2021, by and among Coty Inc., KKR Rainbow Aggregator L.P., Rainbow Capital Group Limited and Coty JV Holdings S.a.r.l (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on on Form 8-K filed on November 8, 2021).

Employment Agreement, dated January 27, 2020, between Coty Management B.V.

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Employment Agreement, dated June 3, 2020, between Coty Management B.V.

and Gordon Von Bretten (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on August 27 , 2020).†

Employment Agreement, dated October 31, 2019, between Coty Management B.V.

and Richard Jones (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on February 5, 2020).†

and Gordon Von Bretten (incorporated by reference to Exhibit 10.

17 to the Company’s Annual Report on Form 10-K filed on August 27, 2020).†

Offer Letter, dated as of April 1, 2016, between Ayesha Zafar and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2016).†

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and Laurent Mercier (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).†

Offer Letter dated as of November 26, 2021 between Coty Management B.V.

and Laurent Mercier (incorporated by reference to Exhibit 10.1 to the Company’s Quaterly Report on Form 10-Q filed on February 8, 2022).†

Offer Letter dated as of June 14, 2022 between Coty Management B.V.

and Laurent Mercier.†

Employment Agreement, dated December 21, 2020, between Coty Italia S.r.l.

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and Sue Nabi.

(incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) †

Settlement Agreement, dated December 8, 2020, between Coty Management B.V.

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Separation Agreement, dated October 10, 2020 between Coty Inc.

and Edgar Huber (incorporated by reference to Exhibit 10.

5 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021) .†

Settlement Agreement, dated July 31, 2020, between Coty Management B.V.

and Fiona Hughes (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 6, 2020).†

Settlement Agreement, dated September 25, 2020, between Coty Management B.V.

and Pascal Baltussen (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q filed on November 6, 2020) .†

and Edgar Huber (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on February 9, 2021).†

Separation Agreement dated as of September 19, 2021 between Coty Inc.

and Richard Jones (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2021).†

Offer Letter, dated as of July 25, 2021, between Shimei Fan and Coty Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2022).†

Offer Letter, dated as of March 5, 2022, between Graeme Carter and Coty Inc.(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2022).†

Form of Indemnification Agreement between the registrant and its directors and officers (incorporated by reference to Exhibit 10.24 to Amendment No.

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Amended and Restated Coty Inc.

Equity and Long-Term Incentive Plan, as amended and restated on November 3 , 20 20 (incorporated by reference to Exhibit 10.

1 to the Company’s Current Report on Form 8 -Q filed on November 6 , 20 2 0 ).†

Equity and Long-Term Incentive Plan, as amended and restated on November 3, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-Q filed on November 6, 2020).†

Restricted Stock Unit Award Terms and Conditions Under Coty Inc.

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Stock Plan for Directors, as adopted November 3, 2020.

(incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on August 26, 2021) †

Amended Form of Elite Subscription and Stock Option Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2017).†

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Form of Restricted Stock Award Agreement under the Amended and Restated Coty Inc.

Equity and Long Term-Incentive Plan (incorporated by reference to Exhibit 10.

5 2 to the Company’s Annual Report on Form 10-K filed on August 27, 2020) †

Equity and Long Term-Incentive Plan (incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed on August 27, 2020) †

Form of Restricted Stock Unit Terms and Conditions, as adopted on December 17, 2020, under the Amended and Restated Coty Inc.

Equity and Long-Term Incentive Plan.

(incorporated by reference to Exhibit 10.

47 to the Company’s Annual Report on Form 10-K filed on August 2 6 , 202 1 ) †

List of significant subsidiaries.

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(Joachim Creus)

/s/Nancy Ford Director August 26, 2021

/s/Olivier Goudet Director August 25, 2022

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/s/Peter Harf Chairman of the Board of Directors August 25, 2022

/s/Johannes Huth Vice Chairman of the Board of Directors August 26, 2021

/s/Johannes Huth Director August 25, 2022

(Johannes Huth)

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(Robert Singer)

/s/Justine Tan Director August 26, 2021

(Justine Tan)

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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As of June 30, 2022, the carrying value of the indefinite-lived intangible assets was $936.6 million, of which $148.4 million related to the Max Factor trademark.

The fair value of the Max Factor trademark exceeded its’ carrying value by 3.3%.

During fiscal 2022, the Company recognized an impairment charge of $21.3 million related to the Max Factor trademark, as its fair value was lower than its carrying value.

Given the significant estimates and assumptions made by management to estimate the fair value and the difference between the fair value and carrying value for the Max Factor trademark, performing audit procedures to evaluate the reasonableness of such estimates and assumptions, particularly the estimated cash flows, and the selection of the royalty and discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

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◦ Internal communications to management and the Board of Directors;

◦ Forecasted information included in Company press releases, as well as analyst and industry reports of the Company and selected companies in its peer group.

• We considered the impact of industry and market conditions on management’s forecasts for the Max Factor trademark, including consideration of the effects related to the COVID-19 Pandemic.

◦ Forecasted information included in analyst and industry reports of the Company and selected companies in its peer group.

• We considered the impact of industry and market conditions on management’s forecasts for the Max Factor trademark, including consideration of the effects related to the current macro-economic environment and the Company’s decision to exit the Russian market.

• We evaluated the impact of changes in management’s forecasts from the May 1, 2022 annual measurement date to June 30, 2022.

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Gain on divestitures — — ( 111.5 )

Operating loss ( 48.6 ) ( 1,236.5 ) ( 3,688.4 )

Operating income (loss) 240.9 ( 48.6 ) ( 1,236.5 )

Interest expense, net 224.0 235.1 242.7

Other (income) expense, net ( 43.9 ) ( 11.6 ) 31.8

Loss from continuing operations before income taxes ( 239.8 ) ( 1,467.6 ) ( 3,945.4 )

Benefit for income taxes on continuing operations ( 172.0 ) ( 377.7 ) ( 54.8 )

Net loss from continuing operations ( 67.8 ) ( 1,089.9 ) ( 3,890.6 )

Net (loss) income from discontinued operations ( 137.3 ) 87.2 121.0

Net loss ( 205.1 ) ( 1,002.7 ) ( 3,769.6 )

Other income, net ( 409.9 ) ( 43.9 ) ( 11.6 )

Income (loss) from continuing operations before income taxes 426.8 ( 239.8 ) ( 1,467.6 )

Provision (benefit) for income taxes on continuing operations 164.8 ( 172.0 ) ( 377.7 )

Net income (loss) from continuing operations 262.0 ( 67.8 ) ( 1,089.9 )

Net income (loss) from discontinued operations 5.7 ( 137.3 ) 87.2

Net income (loss) 267.7 ( 205.1 ) ( 1,002.7 )

Net (loss) income attributable to noncontrolling interests ( 5.1 ) ( 16.1 ) 4.7

Net income (loss) attributable to redeemable noncontrolling interests 13.3 12.3 ( 0.7 )

Net loss attributable to Coty Inc.

Net income (loss) attributable to Coty Inc.

$ 259.5 $ ( 201.3 ) $ ( 1,006.7 )

Amounts attributable to Coty Inc.

Net loss from continuing operations $ ( 64.0 ) $ ( 1,093.9 ) $ ( 3,905.2 )

Net income (loss) from continuing operations $ 253.8 $ ( 64.0 ) $ ( 1,093.9 )

Convertible Series B Preferred Stock dividends ( 198.3 ) ( 102.3 ) ( 6.5 )

( 102.3 ) ( 6.5 ) —

Net loss from continuing operations attributable to common stockholders ( 166.3 ) ( 1,100.4 ) ( 3,905.2 )

Net (loss) income from discontinued operations ( 137.3 ) 87.2 121.0

Net loss attributable to common stockholders $ ( 303.6 ) $ ( 1,013.2 ) $ ( 3,784.2 )

(Loss) earnings per common share

Loss from continuing operations per common share - basic $ ( 0.22 ) $ ( 1.45 ) $ ( 5.20 )

Loss from continuing operations per common share - diluted $ ( 0.22 ) $ ( 1.45 ) $ ( 5.20 )

(Loss) earnings from discontinued operations - basic $ ( 0.18 ) $ 0.12 $ 0.16

(Loss) earnings from discontinued operations - diluted $ ( 0.18 ) $ 0.12 $ 0.16

Loss per common share - basic $ ( 0.40 ) $ ( 1.33 ) $ ( 5.04 )

Loss per common share - diluted $ ( 0.40 ) $ ( 1.33 ) $ ( 5.04 )

Net income (loss) from continuing operations attributable to common stockholders 55.5 ( 166.3 ) ( 1,100.4 )

Net income (loss) from discontinued operations, net of tax 5.7 ( 137.3 ) 87.2

Net income (loss) from continuing operations attributable to common stockholders $ 61.2 $ ( 303.6 ) $ ( 1,013.2 )

Earnings (losses) per common share

Earnings (losses) from continuing operations per common share - basic $ 0.07 $ ( 0.22 ) $ ( 1.45 )

Earnings (losses) from continuing operations per common share - diluted $ 0.07 $ ( 0.22 ) $ ( 1.45 )

Earnings (losses) from discontinued operations - basic $ 0.01 $ ( 0.18 ) $ 0.12

Earnings (losses) from discontinued operations - diluted $ 0.01 $ ( 0.18 ) $ 0.12

Earnings (losses) per common share - basic $ 0.08 $ ( 0.40 ) $ ( 1.33 )

Earnings (losses) per common share - diluted $ 0.08 $ ( 0.40 ) $ ( 1.33 )

Weighted-average common shares outstanding:

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2022 2021 2020

Net loss $ ( 205.1 ) $ ( 1,002.7 ) $ ( 3,769.6 )

Net income (loss) $ 267.7 $ ( 205.1 ) $ ( 1,002.7 )

Other comprehensive income (loss):

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19.8 27.5 ( 29.7 )

Pension and other post-employment benefits, net of tax of $ 9.0 , $( 7.3 ) and $ 17.3 , respectively

Pension and other post-employment benefits, net of taxes of $( 24.7 ), $ 9.0 and $( 7.3 ), respectively

59.4 ( 23.6 ) 11.6

Total other comprehensive income (loss), net of tax 134.2 ( 397.3 ) ( 217.5 )

Total other comprehensive (loss) income, net of tax ( 396.9 ) 134.2 ( 397.3 )

Comprehensive loss ( 129.2 ) ( 70.9 ) ( 1,400.0 )

Comprehensive income attributable to noncontrolling interests:

Comprehensive (loss) income attributable to noncontrolling interests:

Net (loss) income ( 5.1 ) ( 16.1 ) 4.7

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Total comprehensive (loss) income attributable to noncontrolling interests ( 5.6 ) ( 16.2 ) 4.8

Comprehensive income attributable to redeemable noncontrolling interests:

Comprehensive income (loss) attributable to redeemable noncontrolling interests:

Net income (loss) 13.3 12.3 ( 0.7 )

Foreign currency translation adjustment ( 0.4 ) — —

Total comprehensive income (loss) attributable to redeemable noncontrolling interests 12.9 12.3 ( 0.7 )

Comprehensive loss attributable to Coty Inc.

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Prepaid expenses and other current assets 392.0 473.9

Current assets held for sale — 4,613.1

Total current assets 1,681.9 1,783.1

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Income and other taxes payable 109.4 53.4

Current liabilities held for sale — 956.7

Total current liabilities 2,565.6 2,415.4

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BALANCE as previously reported—July 1, 2019 9.4 $ 0.1 819.2 $ 8.1 $ 10,620.5 $ ( 4,541.2 ) $ ( 58.8 ) 65.0 $ ( 1,441.8 ) $ 4,586.9 $ 6.5 $ 4,593.4 $ 451.8 $ —

Revised Adjustment due to the adoption of ASU No.

( 112.6 ) ( 112.6 ) ( 112.6 )

Adjustment due to the adoption of ASC842 ( 0.7 ) ( 0.7 ) ( 0.7 )

( 18.2 ) ( 18.2 ) ( 18.2 )

Balance as adjusted —July 1, 2019 9.4 $ 0.1 819.2 $ 8.1 $ 10,620.5 $ ( 4,541.9 ) $ ( 58.8 ) 65.0 $ ( 1,441.8 ) $ 4,586.2 $ 6.5 $ 4,592.7 $ 451.8 $ —

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Cancellation of Preferred Stock ( 7.9 ) ( 0.1 ) — — ( 0.6 ) ( 0.7 ) ( 0.7 )

Purchase of Class A Common Stock 0.5 ( 4.5 ) ( 4.5 ) ( 4.5 )

Issuance of Restricted Stock 2.0 — — —

Exercise of employee stock options and restricted stock units 1.4 — 2.7 2.7 2.7

Shares withheld for employee taxes ( 1.4 ) ( 1.4 ) ( 1.4 )

Share based compensation expense 31.8 31.8 31.8

1 unchanged sentence

( 196.3 ) ( 196.3 ) ( 196.3 )

Shares withheld for employee taxes ( 5.3 ) ( 5.3 ) ( 5.3 )

Dividends declared- Stock ( 88.9 ) ( 88.9 ) ( 88.9 )

Dividends settled in shares of Class A Common Stock 8.0 0.2 88.9 89.1 89.1

Dividends declared - Stock ($ 0.125 per Common Share)

( 30.6 ) ( 30.6 ) ( 30.6 )

Dividends accrued- Convertible Series B Preferred Stock ( 6.5 ) ( 6.5 ) ( 6.5 ) 6.5

Net income (loss) ( 1,006.7 ) ( 1,006.7 ) 4.7 ( 1,002.0 ) ( 0.7 )

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Additional redeemable noncontrolling interests due to employee grants and other adjustments 6.2 6.2 6.2 ( 360.4 )

Adjustments related to the sale of business — 212.9 212.9

Adjustment of redeemable noncontrolling interests to redemption value ( 5.1 ) ( 5.1 ) ( 5.1 ) 5.1

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Shares Amount Shares Amount Capital Deficit) Income Shares Amount Equity Interests Equity Interests Preferred Stock

BALANCE as previously reported—July 1, 2019 9.4 $ 0.1 819.2 $ 8.1 $ 10,620.5 $ ( 4,541.2 ) $ ( 58.8 ) 65.0 $ ( 1,441.8 ) $ 4,586.9 $ 6.5 $ 4,593.4 $ 451.8 $ —

Adjustment due to the adoption of ASC 842 (See Note 2)

( 0.7 ) ( 0.7 ) ( 0.7 )

BALANCE as adjusted—July 1, 2020 1.5 $ — 830.6 $ 8.3 $ 10,447.4 $ ( 5,548.6 ) $ ( 456.2 ) 65.5 $ ( 1,446.3 ) $ 3,004.6 $ 224.2 $ 3,228.8 $ 79.1 $ 715.8

Adjustment due to the adoption of ASU No.

2016-13 ( 5.7 ) ( 5.7 ) ( 5.7 )

Balance adjusted- July 1, 2020 1.5 $ — 830.6 $ 8.3 $ 10,447.4 $ ( 5,554.3 ) $ ( 456.2 ) 65.5 $ ( 1,446.3 ) $ 2,998.9 $ 224.2 $ 3,223.1 $ 79.1 $ 715.8

Issuance of Preferred Stock — — 242.4

Cancellation of Preferred Stock ( 7.9 ) ( 0.1 ) ( 0.6 ) ( 0.7 ) ( 0.7 )

Purchase of Class A Common Stock 0.5 ( 4.5 ) ( 4.5 ) ( 4.5 )

Issuance of Restricted Stock 2.0 — — —

Reacquired Class A Common Stock for employee taxes 0.1 — —

Cancellation of Restricted Stock 0.7 — —

Exercise of employee stock options and restricted stock units 1.7 — — — —

Share-based compensation expense 27.4 27.4 27.4

Dividends declared - Cash and Other ($ 0.375 per common share)

( 196.3 ) ( 196.3 ) ( 196.3 )

Changes in dividends accrued 1.2 1.2 1.2

Shares withheld for employee taxes ( 5.0 ) ( 5.0 ) ( 5.0 )

Dividends declared - Stock ( 88.9 ) ( 88.9 ) ( 88.9 )

Dividends settled in Shares of Class A Common Stock 8.0 0.2 88.9 89.1 89.1

Deemed Dividends- Convertible Series B Preferred Stock ( 10.5 ) ( 10.5 ) ( 10.5 ) 10.5

Dividends Accrued- Convertible Series B Preferred Stock ( 67.6 ) ( 67.6 ) ( 67.6 ) 67.6

Dividends Paid- Convertible Series B Preferred Stock ( 24.2 ) ( 24.2 ) ( 24.2 ) 12.3

Net income (loss) ( 201.3 ) ( 201.3 ) ( 16.1 ) ( 217.4 )

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Distribution to noncontrolling interests, net — ( 6.5 ) ( 6.5 ) ( 2.1 )

Adjustments related to the sale of business 6.2 6.2 6.2 ( 360.4 )

Noncontrolling interest due to transaction (See Note 4) — 212.9 212.9

Adjustment of redeemable noncontrolling interests to redemption value 5.2 5.2 5.2 ( 5.2 )

Equity Investment contribution for share-based compensation 2.3 2.3 2.3

BALANCE—June 30, 2021 1.5 $ — 832.3 $ 8.3 $ 10,376.2 $ ( 5,755.6 ) $ ( 321.9 ) 66.3 $ ( 1,446.3 ) $ 2,860.7 $ 201.5 $ 3,062.2 $ 84.1 $ 1,036.3

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Shares Amount Shares Amount Capital Deficit) (Loss) Income Shares Amount Equity Interests Equity Interests Preferred Stock

BALANCE as previously reported—July 1, 2020 1.5 $ — 830.6 $ 8.3 $ 10,447.4 $ ( 5,548.6 ) $ ( 456.2 ) 65.5 $ ( 1,446.3 ) $ 3,004.6 $ 224.2 $ 3,228.8 $ 79.1 $ 715.8

Adjustment due to the adoption of ASU No.

2016-13 ( 5.7 ) ( 5.7 ) ( 5.7 )

BALANCE as adjusted—July 1, 2020 1.5 — 830.6 8.3 $ 10,447.4 $ ( 5,554.3 ) $ ( 456.2 ) 65.5 $ ( 1,446.3 ) $ 2,998.9 $ 224.2 $ 3,223.1 $ 79.1 $ 715.8

Issuance of Preferred Stock — — 242.4

Reacquired Class A Common Stock for employee taxes 0.1 — — —

Cancellation of Restricted Stock 0.7 — —

Exercise of employee stock options and restricted stock units 1.7 — — — —

BALANCE—July 1, 2021 1.5 — 832.3 8.3 $ 10,376.2 $ ( 5,755.6 ) $ ( 321.9 ) 66.3 $ ( 1,446.3 ) $ 2,860.7 $ 201.5 $ 3,062.2 $ 84.1 $ 1,036.3

Exercise of employee stock options and restricted stock units and issuance of restricted stock 3.3 — —

Shares withheld for employee taxes ( 12.7 ) ( 12.7 ) ( 12.7 )

Share-based compensation expense 195.4 195.4 195.4

Equity investment contribution for share-based compensation 0.7 0.7 0.7

Changes in dividends accrued 0.8 0.8 0.8

Shares withheld for employee taxes ( 5.0 ) ( 5.0 ) ( 5.0 )

Deemed Dividends- Convertible Series B Preferred Stock ( 10.5 ) ( 10.5 ) ( 10.5 ) 10.5

Conversion of Convertible Series B Preferred Stock 69.9 0.7 428.8 429.5 429.5 ( 429.5 )

Exchange Transaction — ( 606.9 )

Dividends Accrued - Convertible Series B Preferred Stock ( 35.2 ) ( 35.2 ) ( 35.2 ) 35.2

Deemed Dividends and Contributions- Convertible Series B Preferred Stock ( 163.1 ) ( 163.1 ) ( 163.1 ) 163.1

Dividends Paid- Convertible Series B Preferred Stock — — ( 55.8 )

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Adjustment of redeemable noncontrolling interests to redemption value 14.9 14.9 14.9 ( 14.9 )

Equity Investment contribution for share-based compensation 2.3 2.3 2.3

BALANCE—June 30, 2022 1.5 $ — 905.5 $ 9.0 $ 10,805.8 $ ( 5,496.1 ) $ ( 717.9 ) 66.3 $ ( 1,446.3 ) $ 3,154.5 $ 191.3 $ 3,345.8 $ 69.8 $ 142.4

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ ( 205.1 ) $ ( 1,002.7 ) $ ( 3,769.6 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Net income (loss) $ 267.7 $ ( 205.1 ) $ ( 1,002.7 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 516.4 585.3 716.5

2 unchanged sentences

Deferred income taxes 12.1 ( 218.1 ) ( 342.7 )

(Release) provision for bad debts ( 13.2 ) 55.4 11.6

Provision (release) for bad debts 20.5 ( 13.2 ) 55.4

Provision for pension and other post-employment benefits 12.7 17.8 15.9

Share-based compensation 195.5 29.9 29.8

Gain on divestiture — ( 111.5 ) —

Loss on sale of business in discontinued operations 246.4 — —

Loss on impairment of long-lived assets 7.2 24.6 27.8

Unrealized gains from equity investments, net ( 70.3 ) — —

(Gain) loss on sale of business in discontinued operations and other business divestiture ( 6.1 ) 246.4 ( 111.5 )

(Gains) losses on disposals of long-lived assets, net ( 115.8 ) 15.4 37.6

Realized and unrealized gains from equity investments, net ( 400.3 ) ( 70.3 ) —

Foreign exchange effects ( 16.8 ) 26.7 30.5

Deferred debt issuance cost and debt discount write-off 24.2 — 3.8

Other 5.2 54.6 26.6

12 unchanged sentences

Capital expenditures ( 174.1 ) ( 173.9 ) ( 267.4 )

Payment for business combinations and asset acquisitions, net of cash acquired — ( 592.2 ) ( 40.8 )

Proceeds from sale of business, net of cash disposed 27.0 25.6 —

Proceeds from sale of discontinued business, net of cash disposed 2,374.1 — —

Proceeds from sale of long-lived assets, including assets under restructuring programs 179.2 4.3 0.6

Proceeds related to sale of discontinued business, net of cash disposed 34.0 2,374.1 —

Return of capital from equity investments 230.6 448.0 —

Payment for equity investment and related asset acquisition ( 200.0 ) — —

Proceeds from sale of long term assets, including assets under restructuring programs 4.3 0.6 13.4

Payments for equity investment, business combinations and asset acquisitions, net of cash acquired — ( 200.0 ) ( 592.2 )

Proceeds from sale of business, net of cash disposed — 27.0 25.6

Termination of currency swaps designated as net investment hedges — ( 37.6 ) —

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

Net repayments of short-term debt, original maturity less than three months — ( 4.3 ) ( 21.3 )

Net proceeds (repayments) of short-term debt, original maturity less than three months 0.6 — ( 4.3 )

Proceeds from revolving loan facilities 943.0 2,759.8 4,681.3

2 unchanged sentences

Repayments of term loans and other long term debt ( 868.3 ) ( 3,894.5 ) ( 186.4 )

Dividend payment on Class A Common Stock ( 1.5 ) ( 196.9 ) ( 346.2 )

Dividend payment on Convertible Series B Preferred Stock ( 24.2 ) — —

Net proceeds from issuance of Class A Common Stock and Series A Preferred Stock — 2.7 5.9

Payments for purchases of Class A Common Stock held as Treasury Stock — ( 4.5 ) —

Dividend payments on Class A Common Stock and Convertible Series B Preferred Stock ( 57.2 ) ( 25.7 ) ( 196.9 )

Proceeds from issuance of Convertible Series B Preferred Stock

— 227.2 724.5

Net proceeds (payments) for foreign currency contracts 18.5 0.2 ( 0.4 )

Net (payments) proceeds for foreign currency contracts ( 178.5 ) 18.5 0.2

Distributions to mandatorily redeemable financial interests, redeemable noncontrolling interests and noncontrolling interests ( 16.9 ) ( 8.6 ) ( 24.5 )

Purchase of remaining mandatorily redeemable financial interest ( 7.1 ) — ( 45.0 )

Payment of debt issuance costs ( 21.9 ) ( 14.2 ) ( 17.4 )

Payment of deferred financing fees ( 39.6 ) ( 21.9 ) ( 14.2 )

All other ( 13.6 ) ( 5.4 ) ( 13.0 )

1 unchanged sentence

EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 8.9 ) ( 7.1 ) ( 21.4 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 41.6 ) ( 28.4 ) 18.2

NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 46.6 ) ( 41.6 ) ( 28.4 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period 310.4 352.0 380.4

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Cash paid during the year for interest $ 215.4 $ 230.6 $ 280.6

Cash received during the period for settlement of interest rate swaps — — 43.2

Cash paid during the year for income taxes, net of refunds received 97.2 15.9 123.2

1 unchanged sentence

Accrued capital expenditure additions $ 100.1 $ 69.7 $ 76.7

Redemption of Series B Preferred Stock in exchange for Wella Equity Investment 603.3 — —

Conversion of Series B Preferred Stock into Class A Common Stock 429.5 — —

Non-cash Common Stock dividend — — 88.9

Non-cash Preferred Stock dividend 78.1 6.5 —

Non-cash Series B Preferred Stock dividends and deemed (contributions) dividends ( 1.1 ) 78.1 6.5

Accrued fees related to the issuance of Convertible Series B Preferred Stock — — 15.2

13 unchanged sentences

Product innovations, new product launches and the size and timing of orders from the Company’s customers may also result in variability.

On November 30, 2020, the Company completed the previously announced strategic transaction with Rainbow UK Bidco Limited (“KKR Bidco”) (an affiliate of funds and/or separately managed accounts (“KKR Funds”) advised and/or managed by Kolberg Kravis Roberts & Co.

and its affiliates (“KKR”)), for the sale of a majority stake in Coty’s Professional and Retail Hair business, including the Wella, Clairol, OPI and ghd brands, (together, the “Wella Business”).

As a result Coty owns a 40 % stake in Rainbow JVCO LTD and subsidiaries (together, "Wella").

See Note 4—Business Combinations, Asset Acquisitions and Divestitures for information on the strategic transaction.

During the first quarter of fiscal 2022, the Company's chief operating decision maker ("CODM") finalized the Company's organizational structure and how performance will be assessed, and the Company realigned its reportable segments to a principally product category-based structure, comprised of a Prestige business segment and a Consumer Beauty business segment.

See Note 5—Segment Reporting for information on the Company's segments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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All intercompany accounts and transactions have been eliminated in consolidation.

The Company also consolidates majority-owned entities in the United States of America, United Arab Emirates, Kingdom of Saudi Arabia, and South Korea where the Company has the ability to exercise controlling influence.

Ownership interests of noncontrolling parties are presented as mandatorily redeemable financial interests, noncontrolling interests or redeemable noncontrolling interests, as applicable.

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Cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Restricted Cash

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Restricted cash is included as a component of Cash, cash equivalents, and restricted cash in the Consolidated Statement of Cash Flows.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Trade Receivables

Trade receivables are stated net of the allowance for doubtful accounts and cash discounts, which is based on the evaluation of the accounts receivable aging, specific exposures, and historical trends.

The Company reviews its allowances by assessing factors such as an individual trade receivable aging and customers’ liquidity.

We make estimates of expected credit and collectibility trends for the allowance for doubtful accounts based upon our assessment of historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers.

Trade receivables are written off on a case-by-case basis, net of any amounts that may be collected.

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Equity Investments

The Company elected the fair value option to account for its investment in the Wella Business to align with the Company’s strategy for this investment.

The Company elected the fair value option to account for its investment in Rainbow JVCO LTD and subsidiaries (together, "Wella" or the “Wella Company”) to align with the Company’s strategy for this investment.

The fair value is updated on a quarterly basis.

The investments are classified within Level 3 in the fair value hierarchy because the Company estimates the fair value of the investments using a combination of the income and market approaches, when applicable.

The investments are classified within Level 3 in the fair value hierarchy because the Company estimates the fair value of the investments using a combination of the income approach, the market approach and private transactions, when applicable.

Changes in the fair value of equity investments under the fair value option are recorded in Other (income) expense, net within the Consolidated Statements of Operations (see Note 13—Equity Investments).

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Product formulations and technology 2 - 28 years

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Long-lived assets, including tangible and intangible assets with finite lives, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

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The Company estimates fair value based on the best information available, including discounted cash flows and/or the use of third-party valuations.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Goodwill and Other Indefinite-lived Intangible Assets

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All of the Company’s material leases are operating leases.

These are primarily real estate properties, including corporate offices, retail stores and facilities to support the Company's manufacturing, research and development and distribution operations.

These are primarily for real estate properties, including corporate offices, retail stores and facilities to support the Company's manufacturing, research and development and distribution operations.

For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease.

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The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allows a lessee to carry forward its population of existing leases, the classification of each lease, as well as the treatment of initial direct costs as of the period of adoption.

In addition, the Company elected the practical expedient related to lease and non-lease components, as an accounting policy election for all asset classes, which allows a lessee to not separate non-lease from lease components and instead account for consideration paid in a contract as a single lease

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Lastly, the Company did not elect the practical expedient related to hindsight analysis which allows a lessee to use hindsight in determining the lease term and in assessing impairment.

Prior to July 1, 2019, leases were accounted for under ASC Topic 840, Leases .

Deferred Financing Fees

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Such costs are amortized over the contractual term of the related debt instrument in Interest expense, net using the straight-line method, which approximates the effective interest method, in the Consolidated Statements of Operations.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Noncontrolling Interests and Redeemable Noncontrolling Interests

23 unchanged sentences

Cost of Sales

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Cost of sales includes all of the costs to manufacture the Company’s products.

3 unchanged sentences

Additionally, shipping costs, freight-in and depreciation and amortization expenses related to manufacturing equipment and facilities are included in Cost of sales in the Consolidated Statements of Operations.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Selling, General and Administrative Expenses

27 unchanged sentences

As the determination of liabilities related to UTBs and associated interest and penalties requires significant estimates to be made by the Company, there can be no assurance that the Company will accurately predict the outcomes of these audits, and thus the eventual outcomes could have a material impact on the Company’s operating results or financial condition and cash flows.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

As a result of the 2017 Tax Act changing the U.S.

3 unchanged sentences

A determination of the unrecognized deferred taxes related to these components is not practicable.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The Tax Act requires a U.S.

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shareholder’s total net foreign income over a deemed return on tangible assets.

As a result of recently released Financial Accounting Standards Board (“FASB”) guidance, an entity may choose to recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or an entity can elect to treat GILTI as a period cost and include it in the tax expense of the year it is incurred.

An entity may choose to recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or an entity can elect to treat GILTI as a period cost and include it in the tax expense of the year it is incurred.

As such, the Company has elected to treat the tax on GILTI as a tax expense in the year it is incurred rather than recognizing deferred taxes.

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The key assumptions for the model are forecasted net revenue, the royalty rate, the effective tax rate and the discount rate.

• Customer relationships and license agreements - The Company uses an excess earnings method to value customer relationships and license agreements.

The key assumptions for the model are forecasted net revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), the estimated allocation of earnings between different classes of assets, the attrition rate, the effective tax rate and the discount rate.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

• Customer relationships and license agreements - The Company uses an excess earnings method to value customer relationships and license agreements.

Fair Value Measurements

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Level 3 - Valuation based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and supported by little or no observable market activity.

The Company has not elected the fair value measurement option for any financial instruments or other assets not required to be measured at fair value on a recurring basis.

Apart from Coty’s equity investment in Wella (see Note 13—Equity Investments), the Company has not elected the fair value measurement option for any financial instruments or other assets not required to be measured at fair value on a recurring basis.

Derivative Instruments and Hedging Activities

Refer to Note 20—Derivative Instruments for the Company’s policies for Derivative Instruments and Hedging Activities.

All derivatives are recognized as assets or liabilities and measured at fair value.

The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

For derivative instruments designated as cash flow hedges under FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"), the change in fair value of the derivative is initially recorded in Accumulated other comprehensive (loss) income in the Consolidated Balance Sheets and is subsequently recognized in earnings when the hedged exposure impacts earnings.

For derivative instruments that are not designated as hedges, gains (losses) from changes in fair values are recognized in Net income (loss).

The Company does not enter into derivatives for trading or speculative purposes.

Foreign Currency

Exchange gains or losses incurred on non-financing foreign exchange currency transactions conducted by one of the Company’s operations in a currency other than the operation’s functional currency are reflected in Cost of sales or operating expenses.

Net losses of $ 7.8 , $ 18.0 and $ 2.7 in fiscal 2021, 2020 and 2019, respectively resulting from non-financing foreign exchange currency transactions are included in the Consolidated Statements of Operations.

Net gains/(losses) of $ 3.3 , $( 7.8 ) and $( 18.0 ) in fiscal 2022, 2021 and 2020, respectively resulting from non-financing foreign exchange currency transactions are included in the Consolidated Statements of Operations.

Assets and liabilities of foreign operations are translated into U.S.

2 unchanged sentences

Translation gains or losses are reported as cumulative adjustments in Accumulated other comprehensive income (loss) (“AOCI/(L)”).

Net (losses)/gains of $( 6.8 ), $( 14.8 ) and $ 7.6 in fiscal 2021, 2020 and 2019, respectively, resulting from financing foreign exchange currency transactions are included in Interest expense, net in the Consolidated Statements of Operations.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No.

2016-13 and ASU 2018-19, Financial Instruments-Credit Losses (Topic 326) :

M easurement of Credit Losses on Financial Instruments , which requires that a financial asset (or a group of financial assets) measured at an amortized cost basis be presented at the net amount expected to be collected.

This approach to estimating credit losses applies to most financial assets measured at amortized cost and certain other instruments, including but not limited to, trade and other receivables.

The Company adopted this guidance in the first quarter of fiscal 2021 and the cumulative effect adjustment from adoption was immaterial to the Company's Consolidated Financial Statements.

On initial recognition, the Company recorded an after-tax cumulative effect decrease to retained earnings of $ 5.7 ($ 6.6 pre-tax) as of the beginning of fiscal 2021.

On July 1, 2020, the Company adopted Accounting Standards Update No.

2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) , which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements.

The standard removes, modifies, and adds certain disclosure requirements.

The adoption of this guidance impacted disclosures only and did not have an impact on the Company‘s financial position or results of operations.

On July 1, 2020, the Company adopted Accounting Standards Update No.

2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans (Subtopic 715-20) , which improved the effectiveness of disclosure requirements for defined benefit plans.

The standard removes, modifies, and clarifies certain disclosure requirements.

The adoption of this guidance impacted disclosures only and did not have an impact on the Company‘s financial position or results of operations.

In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”) as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes.

Net gains/(losses) of $ 10.0 , $( 6.8 ) and $( 14.8 ) in fiscal 2022, 2021 and 2020, respectively, resulting from financing foreign exchange currency transactions are included in Interest expense, net in the Consolidated Statements of Operations.

Russia Market Exit

On April 27, 2022, the Company announced the Board of Directors’ decision to wind down its Russian operations.

During fiscal 2022, the Company recognized total pre-tax charges of $ 83.6 associated with its exit of Russia.

These charges are primarily related to the net realizable value of assets associated with the Russian business.

These charges consisted of $ 45.5 in Selling, general and administrative expenses, primarily related to the write-down of working capital, long-term assets, as well as contract termination charges, contingent liabilities and legal costs, $ 31.4 in Asset impairment charges related to the impairment of indefinite-lived intangibles, $ 6.3 in Restructuring costs related to employee severances, and $ 0.4 in Cost of sales related to inventory write-downs.

The Company incurred $ 24.1 of income tax charges associated with its decision to exit Russia, in fiscal 2022.

We anticipate incurring up to $ 10.0 of additional costs through completion of the wind down.

Additionally, management anticipates derecognizing the cumulative translation adjustment balance pertaining to the Russian subsidiary.

The wind down process of Coty’s Russian subsidiary is at an early stage.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP.

The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted.

The Company adopted ASU 2019-12 effective July 1, 2020, on a prospective basis.

The adoption of ASU 2019-12 did not have a material impact on the Company's Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

In January 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) , which clarifies certain interactions between the accounting for equity securities, equity method investments, and certain derivative instruments.

The Company adopted this guidance in the first quarter of fiscal 2022.

The adoption of this standard did not have a material impact on the Company's financial position and its results of operations.

Recently Issued and Not Yet Adopted Accounting Pronouncements

Accounting Standard Update(s) Topic Effective Period Summary

2020-01 Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) Fiscal 2022 The FASB issued authoritative guidance that clarifies certain interactions between the accounting for equity securities, equity method investments, and certain derivative instruments.

The Company is evaluating the impact this guidance will have on the Company’s Consolidated Financial Statements and related disclosures.

2021-01 Reference Rate Reform (Topic 848) Fiscal 2022 The FASB issued authoritative guidance that provides temporary optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions to ease the financial reporting burdens related to transitioning from LIBOR and other reference rates expected to be discontinued by reference rate reform to alternative reference rates.

The Company is evaluating the impact this guidance will have on the Company’s Consolidated Financial Statements and related disclosures.

2020-06 Debt- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40) Fiscal 2023 The FASB issued authoritative guidance which removes certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component.

The Company is evaluating the impact this guidance will have on the Company’s Consolidated Financial Statements and related disclosures.

2021-01 Reference Rate Reform (Topic 848) Fiscal 2023 The FASB issued new authoritative guidance under ASU No.

2020-04 that provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform.

These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022.

As of June 30, 2022, the Company has not applied any of the optional expedients or exceptions allowed under this ASU.

The Company does not believe that this ASU will have a material impact on its consolidated financial position, results of operations or cash flows.

2020-06 Debt- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40) Fiscal 2023 The FASB issued authoritative guidance that removes certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component.

The Company does not believe that this ASU will have a material impact on its consolidated financial statements.

2021-08 Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Fiscal 2024 The FASB issued authoritative guidance that clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers .

The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

DISCONTINUED OPERATIONS

As described in Note 1—Description of Business, on November 30, 2020, the Company completed the strategic transaction for the sale of a majority stake in the Wella Business.

In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Wella Business are presented as discontinued operations for the period up to and including the date of the sale, and, as such, have been excluded from both continuing operations and segment results for all periods presented.

Additionally, the Wella Business assets and liabilities included in the sale are presented as assets and liabilities held for sale in the Consolidated Balance Sheets for the comparative period provided.

The Wella Business was comprised of the Professional Beauty reportable segment and the Retail Hair business, which was included in the Americas, EMEA and Asia Pacific reportable segments.

On June 1, 2020, the Comp any entered into a definitive agreement with Rainbow UK Bidco Limited (“KKR Bidco”), regarding a strategic transaction for the sale of Coty’s Professional and Retail Hair businesses, including the Wella, Clairol, OPI and ghd brands, (together, the “Wella Business”), valuing the business at $ 4,300.0 on a cash- and debt-free basis.

The transaction was completed on November 30, 2020 and Coty retained an initial ownership of 40 % of the Wella Company.

As of June 30, 2022, the Company owned a 25.9 % stake in the Wella Company.

See Note 13—Equity Investments for additional information.

In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Wella Business are presented as discontinued operations in the prior period leading up to the date of the sale, and, as such, have been excluded from both continuing operations and segment results for all periods presented.

The Wella Business was comprised of the Professional Beauty and Retail Hair businesses.

& SUBSIDIARIES

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Operating income — 220.8 218.2

Interest expense, net (b)

21.3 49.7 50.6

Loss on sale of business 246.4 — —

Interest expense, net — 21.3 49.7

(Gain) loss on sale of business ( 6.1 ) 246.4 —

Other (income) expense, net — ( 1.0 ) ( 0.9 )

(Loss) income from discontinued operations before income taxes ( 45.9 ) 169.4 167.3

Income (loss) from discontinued operations before income taxes 6.1 ( 45.9 ) 169.4

Income tax on discontinued operations 0.4 91.4 82.2

Net (loss) income from discontinued operations $ ( 137.3 ) $ 87.2 $ 121.0

(a) As the sale of the Wella Business occurred on November 30, 2020, discontinued operations activity, other than the Loss on sale of business, comprises five months for the fiscal year ended 2021.

(b) Interest expense was allocated to discontinued operations due to a requirement in the 2018 Coty Credit Agreement, as amended (as defined in the Note 15—Debt) that cash generated from the sale of the Wella Business is utilized to reduce the Company’s debt within the twelve months following the sale completion date, other than a maximum of $ 500.0 that will be used to fund operations.

Net income (loss) from discontinued operations $ 5.7 $ ( 137.3 ) $ 87.2

(a) Net income from discontinued operations for the year ended June 30, 2022 reflect certain working capital adjustments net of the related income tax impact.

(b) As the sale of the Wella Business occurred on November 30, 2020, discontinued operations activity, other than the Loss on sale of business, comprises five months for the fiscal year ended 2021.

The following is selected financial information included in cash flows from discontinued operations for the Wella Business held for sale:

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Depreciation and amortization $ — $ — $ 131.8

Goodwill and intangible asset impairment charges — — 123.0

CASH FLOW FROM INVESTING ACTIVITIES

Capital expenditures $ — $ 8.7 $ 24.7

The gain/(loss) on sale of the Wella Business included in Net income (loss) from discontinued operations in the Consolidated Statements of Operations was $ 6.1 and $( 246.4 ) for the years ended June 30, 2022 and 2021, respectively.

Initial cash proceeds received by the Company for the sale of its 60 % stake in the Wella Business were $ 2,451.7 and the Company retained an equity interest of 40 %.

The loss on sale reflects the net assets sold, taxes and other costs to sell the Wella Business.

On December 22, 2021, the Company entered into an agreement with KKR Bidco related to post-closing adjustments to the purchase consideration for the Wella Business.

As part of this agreement, the Company may receive future contingent proceeds.

Earning the contingent proceeds is based on the future recovery of certain tax credits of the Wella Business.

The Company accounts for the initial measurement of contingent consideration under a loss recovery approach.

As of the time the contingent consideration arrangement was entered into, the Company was unable to determine that it was probable that any of the contingent consideration would be earned.

Therefore, no contingent consideration gain was initially recognized.

Subsequent measurement of the total contingent consideration will be based on the guidance for gain contingencies and any gain will be recorded at the time the consideration is earned.

During the second quarter of fiscal 2022, a $ 34.0 advance of future contingent proceeds was paid to the Company and is subject to claw back if recovery targets related to the Wella Business tax credits are not achieved.

During fiscal 2022, certain recovery targets were achieved and the Company recognized a $ 0.7 gain related to the advance payment, reported in Other income, net.

The remaining $ 33.3 is unearned and will be included in Other noncurrent liabilities in the Consolidated Balance Sheet until the contingency is resolved.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

The major components of assets and liabilities of the Wella Business held for sale are provided below.

Trade receivables $ 168.0

Inventories 269.2

Prepaid expenses and other current assets 134.9

Property and equipment, net 241.3

Goodwill 874.8

Other intangible assets, net 2,770.4

Operating lease right of use asset 73.4

Deferred income taxes 25.5

Other noncurrent assets 55.6

TOTAL ASSETS HELD FOR SALE $ 4,613.1

Accounts payable $ 128.3

Accrued expenses and other current liabilities 236.4

Current operating lease liabilities 17.2

Income and other taxes payable 15.8

Long-term operating lease liabilities 65.9

Noncurrent deferred tax liabilities 324.8

Pension and other post-employment benefits 140.8

Other noncurrent liabilities 27.5

TOTAL LIABILITIES HELD FOR SALE $ 956.7

(a) The sale of Wella closed on November 30, 2020.

For the period ended June 30, 2020, all assets and liabilities held for sale are reported as current assets and liabilities held for sale on the Consolidated Balance Sheets.

The loss on sale of the Wella Business included in Net (loss) income from discontinued operations in the Consolidated Statements of Operations was $ 246.4 for the year ended June 30, 2021.

Initial cash proceeds received by the Company for the sale of its 60 % stake in Wella were $ 2,451.7 and the Company retained an equity interest of 40 %.

The loss on sale reflects the net assets sold, taxes and other costs to sell the Wella Business.

BUSINESS COMBINATIONS, ASSET ACQUISITIONS AND DIVESTITURES

Business Combinations and Asset Acquisitions

There were no business combination or asset acquisition transactions during the year ended June 30, 2022.

KKW Beauty Business Transaction

3 unchanged sentences

Therefore, the related revenues generated and expenses incurred by such subsidiaries will be reported in the Company’s Consolidated Statements of Operations.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The KKW Purchase Agreement also gives the Company an option to acquire, and the sellers the option to compel the Company to acquire, an additional 31 % of the outstanding equity of KKW (the “KKW Call Option” and “KKW Put Option”, respectively).

The KKW Purchase Agreement also gives the Company an option to acquire, and the sellers the option to compel the Company to acquire, an additional 31 % of the outstanding equity of KKW Holdings (the “KKW Call Option” and “KKW Put Option”, respectively).

The seller’s ability to exercise the KKW Put Option is contingent upon the achievement of certain contractually defined targets.

11 unchanged sentences

The fair value of the KKW Call Option was deemed to be de minimis.

King Kylie Transaction

On November 18, 2019, the Company entered into a purchase agreement (the “Purchase Agreement”) with King Kylie, LLC ("King Kylie"), a Delaware limited liability company, and the other parties listed as signatories to the Purchase Agreement (the “Seller Group Parties”), to build and further expand King Kylie’s brands globally.

Pursuant to the Purchase Agreement, on January 6, 2020, the Company acquired 51 % of the equity interests in King Kylie from the applicable Seller Group Parties for a base purchase price of $ 600.0 in cash.

In addition, as contemplated by the Purchase Agreement, the Company entered into a Collaboration Agreement, pursuant to which, in exchange for a marketing fee and a license fee, it received the right and license to manufacture, advertise, promote, distribute and sell certain products of King Kylie and use certain intellectual property owned by or licensed to King Kylie in connection with the development, manufacture, labelling, packaging, advertising, display, distribution and sale of such products.

The Company has finalized the valuation of assets acquired and liabilities assumed for the King Kylie transaction.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The following table summarizes the estimated allocation of the purchase price to the net assets as of the January 6, 2020 acquisition date:

Estimated fair value (a)

adjustments (b)

Estimated fair

adjusted Estimated useful life (in years)

Cash and cash equivalents $ 7.8 $ — $ 7.8

Receivables 1.0 — 1.0

Inventories 2.5 — 2.5

Property, plant and equipment 3.6 — 3.6

Collaboration agreement 369.0 — 369.0 20

License agreement 280.0 — 280.0 20

Customer relationships 27.0 — 27.0 1.5

Goodwill 128.6 — 128.6 Indefinite

Net other liabilities ( 6.6 ) — ( 6.6 )

Total value $ 812.9 $ — $ 812.9

Noncontrolling interest 212.9 212.9

Total purchase price $ 600.0 $ 600.0

(a) As previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

(b) The Company recorded no measurement period adjustments in fiscal 2021, other than allocating the goodwill as noted below.

Goodwill is not expected to be deductible for tax purposes.

The goodwill is attributable to expected synergies resulting from integrating King Kylie’s products into the Company’s existing manufacturing and sales channels.

Goodwill of $ 66.6 , $ 35.9 and $ 26.1 is allocated to the Americas, EMEA, and Asia Pacific segments, respectively.

The allocation of goodwill to segments was based on the relative fair values of expected future cash flows.

The fair value of the noncontrolling interest was estimated using the income approach applied to the projected cash flows of King Kylie.

As King Kylie is a private company, the fair value measurement was based on significant inputs that are not observable in the market and thus, represent a Level 3 measurement.

Business Divestitures

There were no divestiture transactions during the year ended June 30, 2022.

Wella Business

On November 30, 2020, the Company completed the strategic transaction with KKR for the sale of a majority stake in the Wella Business (see Note 3—Discontinued Operations).

Following the sale, Coty deconsolidated the Wella Business as KKR owns approximately 60 % of the separately managed business, and the Company owns the remaining 40 %.

Initial cash proceeds received for the sale of the 60 % stake in Wella were $ 2,451.7 (less cash disposed of $ 65.5 , resulted in net cash proceeds of $ 2,386.2 ).

Coty utilized $ 2,015.5 of the net proceeds to pay down its 2018 Coty Term A and B Facilities (as defined in Note 15—Debt) on a pro rata basis and reserved $ 500.0 for reinvestment in the Company's business (see Note 15—Debt).

See Note 3—Discontinued Operations for information on the loss on sale of the Wella Business.

Additionally, as contemplated in the Sale and Purchase Agreement (as amended) relating to the sale of the Wella Business (the “Wella SPA”), the purchase consideration is subject to further adjustments for other working capital and contractually specified items.

As a result of the sale of the majority interest in Wella, the Company determined that it no longer had a controlling interest in the Wella Business.

The Company, therefore, deconsolidated its ownership of the Wella assets and liabilities and no longer reported the assets and liabilities of Wella in its Consolidated Balance Sheet as of December 1, 2020.

The operations of Wella were consolidated in the results of the Company through the date of sale.

The Company accounted for its 40 % stake in the Wella Business under the fair value option (see Note 13—Equity Investments).

On November 30, 2020, the Company completed the strategic transaction with Kohlberg Kravis Roberts & Co.

and its affiliates (“KKR”) for the sale of a majority stake in the Wella Business (see Note 3—Discontinued Operations).

Following the sale, Coty deconsolidated the Wella Business as KKR owned approximately 60 % of the separately managed business, and the Company owned the remaining 40 %.

As of June 30, 2022, the Company owned a 25.9 % stake in the Wella Company.

See Note 13—Equity Investments for additional information.

Initial cash proceeds received for the sale of the 60 % stake in the Wella Business were $ 2,451.7 (less cash disposed of $ 65.5 , resulted in net cash proceeds of $ 2,386.2 ).

In connection with the November 30, 2021 amendment to the 2018

& SUBSIDIARIES

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($ in millions, except per share data)

Coty Credit Agreement, the Company received consent from the participating banks to eliminate the requirements to utilize or repay the Reinvestment Balance (as defined in Note 15—Debt).

Additionally, as contemplated in the Sale and Purchase Agreement (as amended) relating to the sale of the Wella Business (the “Wella SPA”), the purchase consideration was subject to further adjustments for other working capital and contractually specified items.

See Note 3—Discontinued Operations for more information.

As a result of the sale of the majority interest in the Wella Business, the Company determined that it no longer had a controlling interest in the Wella Business.

The Company, therefore, deconsolidated its ownership of the Wella Business assets and liabilities and no longer reported the assets and liabilities of the Wella Business in its Consolidated Balance Sheet as of December 1, 2020.

The operations of the Wella Business were consolidated in the results of the Company through the date of sale.

The Company accounted for its stake in Wella under the fair value option (see Note 13—Equity Investments).

On August 27, 2019, the Company entered into a contribution and redemption agreement to transfer all of its membership interest in Foundation, LLC (“Foundation”), which held the net assets of Younique, to an existing noncontrolling interest holder.

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The final pre-tax gain is included in Gain on divestitures in the Consolidated Statements of Operations for the fiscal year ended June 30, 2020.

Younique’s operations are included within Other and its results of operations through the Closing Date are included in the Consolidated Statements of Operations for the fiscal year ended June 30, 2020.

Younique’s operations are included within Consumer Beauty and its results of operations through the completion of the sale are included in the Consolidated Statements of Operations for the fiscal year ended June 30, 2020.

SEGMENT REPORTING

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The Company has designated its Chief Executive Officer as the CODM.

The Company’s three segments for its continuing operations are:

Americas, EMEA, and Asia Pacific.

Americas, EMEA, and Asia Pacific include the businesses focused on prestige fragrances, prestige skin care, prestige cosmetics, mass color cosmetics, mass fragrance, mass skin care and body care, and are supported by central marketing teams.

As previously disclosed, the Company’s CODM is in the process of finalizing her organization structure and how she will assess performance, and the Company has concurrently evaluated the potential impact to its segment reporting.

Based on this evaluation, the Company has determined that it is appropriate to realign its reportable segments from the current regional structure to a principally product category-based structure, comprised of a prestige business segment and a consumer beauty business segment.

The Company is in the process of making corresponding changes, as needed, to its management structure and operating responsibilities as well as to its information systems to enable appropriate internal and external financial reporting reflecting such newly identified segments by the first quarter of its fiscal year 2022.

During the first quarter of fiscal 2022, the CODM finalized the Company's organizational structure and how performance will be assessed, and the Company realigned its reportable segments to a principally product category-based structure, comprised of a Prestige business segment and a Consumer Beauty business segment beginning in the first quarter of fiscal 2022.

The Company recast its results for fiscal years 2021 and 2020 to reflect the changes in its segments.

Certain income and shared costs and the results of corporate initiatives are managed by Corporate.

Corporate primarily includes restructuring and realignment costs, costs related to acquisition and divestiture activities and impairments of long lived assets, goodwill and intangibles that are not attributable to ongoing operating activities of the segments.

The results of Younique, LLC ("Younique") are included in "Other." See Note 4—Business Combinations, Asset Acquisitions and Divestitures for information on Younique and the divestiture, which was completed on September 16, 2019.

Corporate primarily includes stock compensation expense, restructuring and realignment costs, costs related to acquisition and divestiture activities, and impairments of long-lived assets, goodwill and intangibles that are not attributable to ongoing operating activities of the segments.

Corporate costs are not used by the CODM to measure the underlying performance of the segments.

With the exception of goodwill, the Company does not identify or monitor assets by segment.

The Company does not present assets by reportable segment since various assets are shared between reportable segments.

The allocation of goodwill by segment is presented in Note 12—Goodwill and Other Intangible Assets, net.

With the exception of goodwill and acquired intangible assets, the Company does not identify or monitor assets by segment.

The Company does not present assets by reportable segment since various assets are shared between reportable

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($ in millions, except per share data)

The allocation of goodwill by segment is presented in Note 12—Goodwill and Other Intangible Assets, net.

Year Ended June 30,

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Net revenues:

Americas $ 1,866.9 $ 1,771.0 $ 2,248.9

EMEA 2,183.7 2,308.6 2,909.7

Asia Pacific 579.3 582.7 771.1

Other — 55.5 358.2

Prestige $ 3,267.9 $ 2,720.8 $ 2,606.6

Consumer Beauty 2,036.5 1,909.1 2,111.2

Total $ 5,304.4 $ 4,629.9 $ 4,717.8

Depreciation and amortization:

Americas $ 255.7 $ 227.4 $ 188.4

EMEA 259.9 276.0 272.0

Asia Pacific 69.7 69.5 63.3

Other — 11.8 54.8

Prestige $ 313.4 $ 350.4 $ 320.4

Consumer Beauty 203.0 234.9 264.3

Total $ 516.4 $ 585.3 $ 584.7

Operating income (loss) from continuing operations

Americas $ 36.5 $ ( 164.8 ) $ ( 1,474.5 )

EMEA 129.8 ( 248.4 ) ( 1,344.1 )

Asia Pacific ( 13.2 ) ( 74.0 ) ( 253.1 )

Other — ( 10.9 ) ( 18.6 )

Prestige $ 367.2 $ 158.1 $ ( 279.2 )

Consumer Beauty 9.5 26.9 ( 531.3 )

Corporate ( 135.8 ) ( 233.6 ) ( 426.0 )

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Reconciliation:

Operating loss from continuing operations $ ( 48.6 ) $ ( 1,236.5 ) $ ( 3,688.4 )

Operating income (loss) from continuing operations $ 240.9 $ ( 48.6 ) $ ( 1,236.5 )

Interest expense, net 224.0 235.1 242.7

Other (income) expense, net ( 43.9 ) ( 11.6 ) 31.8

Loss from continuing operations before income taxes $ ( 239.8 ) $ ( 1,467.6 ) $ ( 3,945.4 )

Other income, net ( 409.9 ) ( 43.9 ) ( 11.6 )

Income (loss) from continuing operations before income taxes $ 426.8 $ ( 239.8 ) $ ( 1,467.6 )

As of June 30,

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Brazil 467.9 494.8

Switzerland 142.3 3,690.9

All other 1,026.9 1,204.6

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Body Care & Other 7.4 % 7.6 % 8.3 %

Skincare 5.0 % 5.7 % 5.1 %

Total 100.0 % 100.0 % 100.0 %

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Acquisition-related costs, which are expensed as incurred, represent non-restructuring costs directly related to acquiring and integrating an entity, for both completed and contemplated acquisitions and can include finder’s fees, legal, accounting, valuation, other professional or consulting fees, and other internal costs which can include compensation related expenses for dedicated internal resources.

The Company recognized acquisition-related costs of $ 3.0 , $ 19.7 and nil for the fiscal years ended 2021, 2020 and 2019, respectively.

Acquisition-related costs incurred during fiscal year 2020 were primarily related to the KKW Beauty Business Transaction and King Kylie Transaction.

Divestiture-related costs, which are expensed as incurred, represent non-restructuring costs directly related to divesting and selling an entity, for both completed and contemplated divestitures.

The Company recognized acquisition-related costs of nil , $ 3.0 and $ 19.7 for the fiscal years ended 2022, 2021 and 2020, respectively.

Acquisition-related costs incurred during fiscal year 2020 were primarily related to the KKW Beauty Business Transaction and a purchase agreement entered into with King Kylie, LLC.

Divestiture-related costs, which are expensed as incurred, represent non-restructuring costs directly related to divesting and selling an entity, including partial sales, for both completed and contemplated divestitures.

These costs can include legal, accounting, information technology, other professional or consulting fees and other internal costs.

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Additionally, for divestitures, the Company includes write-offs of assets that are no longer recoverable and contract related costs due to the divestiture.

The Company recognized divestiture-related costs of $ 135.8 , $ 137.6 and nil for the fiscal 2021, 2020 and 2019, respectively.

The Company recognized divestiture-related costs of $ 14.7 , $ 135.8 and $ 137.6 for the fiscal 2022, 2021 and 2020, respectively.

Divestiture-related costs incurred during the fiscal years 2022, 2021 and 2020 were primarily related to the strategic transaction with KKR for the sale of a majority stake in the Wella Business.

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In connection with the four-year plan announced on July 1, 2019 to drive substantial improvement in and optimization in the Company's businesses (the “Turnaround Plan”), the Company has and expects to continue to incur restructuring and related costs.

On May 11, 2020, the Company announced an expansion of the Turnaround Plan to further reduce fixed costs, (the “Transformation Plan”).

Of the expected costs, the Company has incurred cumulative restructuring charges of $ 229.8 related to approved initiatives through June 30, 2021, which have been recorded in Corporate.

Over the next two fiscal years, the Company expects to incur approximately $ 80.0 of additional restructuring charges pertaining to the approved actions, primarily related to employee termination benefits, contract terminations and other exit-related costs.

The following table presents aggregate restructuring charges for the program:

On May 11, 2020, the Company announced an expansion of the Turnaround Plan to further reduce fixed costs, (the

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($ in millions, except per share data)

“Transformation Plan”).

Of the expected costs, the Company has incurred cumulative restructuring charges of $ 223.3 related to approved initiatives through June 30, 2022, which have been recorded in Corporate.

Over the next fiscal year, the Company expects to incur approximately $ 8.0 of additional restructuring charges pertaining to the approved actions, primarily related to employee termination benefits, contract terminations and other exit-related costs.

The following table presents aggregate restructuring charges for the program:

Severance and Employee Benefits Fixed Asset Write-offs Other Exit Costs Total

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Fiscal 2021 $ 73.4 $ ( 0.5 ) $ 0.3 $ 73.2

Fiscal 2022 ( 6.2 ) — ( 0.3 ) $ ( 6.5 )

Cumulative through June 30, 2022 218.4 ( 1.6 ) 6.5 223.3

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Non-cash utilization ( 0.8 ) — — ( 0.8 )

Adjustment for sale of Wella Business ( 0.6 ) — — ( 0.6 )

Effect of exchange rates ( 8.8 ) — 0.2 ( 8.6 )

Balance—June 30, 2022 $ 55.2 $ — $ — $ 55.2

The Company currently estimates that the total remaining accrual of $ 122.8 will result in cash expenditures of approximately $ 80.8 , $ 42.0 in fiscal 2022 and thereafter, respectively.

The Company currently estimates that the total remaining accrual of $ 55.2 will result in cash expenditures of approximately $ 54.2 and $ 1.0 in fiscal 2023 and thereafter, respectively.

Other Restructuring

The Company executed a number of other restructuring activities in prior years, which are substantially completed.

The Company recognized (income) expenses of $( 9.6 ), $( 26.4 ) and $ 34.2 in fiscal 2021, 2020 and 2019, respectively, which have been recorded in Corporate.

The related liability balances were $ 0.0 and $ 14.5 at June 30, 2021 and June 30, 2020, respectively.

The Company recognized expenses (income) of $ 0.0 , $( 9.6 ) and $( 26.4 ) in fiscal 2022, 2021 and 2020, respectively, which have been recorded in Corporate.

The related liability balances were $ 0.0 at both June 30, 2022 and June 30, 2021.

TRADE RECEIVABLES—FACTORING

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The Company maximizes its use of the factoring facility, by factoring additional invoices to replace invoices paid early.

The Company accounts for trade receivable transfers under the Receivables Purchase Agreement and European Receivables Purchase Agreement, as defined below, as sales and derecognizes the sold receivables from the Consolidated Balance Sheets.

The net amount utilized under the factoring facilities was $ 133.6 and $ 123.1 as of June 30, 2021 and 2020, respectively.

The Company accounts for trade receivable transfers as sales and derecognizes the sold receivables from the Consolidated Balance Sheets.

The net amount utilized under factoring facilities was $ 179.3 and $ 133.6 as of June 30, 2022 and 2021, respectively.

The aggregate amount of trade receivable invoices on a worldwide basis amounted to $ 1,041.2 and $ 793.8 in fiscal 2022 and 2021, respectively.

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Factoring fees paid under these arrangements were $ 3.0 , $ 1.2 and $ 1.8 in fiscal 2022, 2021 and 2020, respectively, which were recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Cash received from the selling of receivables under the Receivables Purchase Agreement are presented as a change in trade receivables within the operating activities section of the Consolidated Statements of Cash Flows.

Cash received from the selling of receivables are presented as a change in trade receivables within the operating activities section of the Consolidated Statements of Cash Flows.

Receivables Purchase Agreement

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Pursuant to Receivables Purchase Agreement, the Company acts as collections agent for the financial institution and is responsible for the collection, and remittance to the financial institution, of all customer payments related to trade receivables factored under this arrangement.

For certain customer receivables factored, the Company will retain a recourse obligation of up to 10 percent of the respective invoice’s net invoice value, payable to the financial institution if the customer’s payment is not received by the contractual due date.

The fair value of sold receivables approximated their book value due to their short-term nature.

The Company estimated that the fair value of its servicing responsibilities was not material.

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($ in millions, except per share data)

certain customer receivables factored, the Company will retain a recourse obligation of up to 10 percent of the respective invoice’s net invoice value, payable to the financial institution if the customer’s payment is not received by the contractual due date.

The fair value of sold receivables approximated their book value due to their short-term nature.

The Company estimated that the fair value of its servicing responsibilities was not material.

European Receivables Purchase Agreement

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Factoring of such receivables under the European Receivables Purchase Agreement is executed on a non-recourse basis.

Other Factoring Agreements

In addition to the Company’s main factoring facilities described above, from time to time, certain of the Company’s subsidiaries may enter into local factoring agreements with local financial institutions.

Based on the terms of such arrangements entered into during fiscal 2022, the Company has derecognized receivables sold pursuant to these arrangements from the Consolidated Balance Sheets.

Inventories as of June 30, 2022 and 2021 are presented below:

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Prepaid rent, leases, maintenance and insurance 10.3 12.9

Interest rate swap asset 7.6 —

Other 46.0 39.7

Total prepaid expenses and other current assets $ 392.0 $ 473.9

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

PROPERTY AND EQUIPMENT, NET

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Depreciation expense is recorded in Cost of sales and Selling, general and administrative expenses in the Consolidated Statements of Operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

During fiscal 2021, 2020 and 2019 the Company recorded asset impairment charges of $ 5.2 , $ 16.8 and $ 27.8 respectively.

The fiscal 2021 and 2020 impairment charges are recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations.

The fiscal 2021 impairment charge primarily relates to abandonment of machinery and equipment, while the fiscal 2020 impairment primarily relates to the abandonment of a retail store and software no longer in use.

The fiscal 2019 impairment charge is included in Restructuring costs in the Consolidated Statements of Operations and primarily relates to the disposal of certain manufacturing facilities, and the write-off of machinery and equipment in excess of the Company’s needs.

During fiscal 2022, 2021 and 2020, the Company recorded asset impairment charges of $ 2.4 , $ 5.2 and $ 16.8 respectively, which are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

The fiscal 2022, 2021 and 2020 impairment charges primarily relate to the abandonment of computer software, the abandonment of machinery and equipment and the abandonment of a retail store and software no longer in use, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

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The Company tests goodwill and indefinite-lived other intangible assets for impairment at least annually as of May 1, or more frequently, if certain events or circumstances warrant.

During fiscal 2021, there were no impairments of goodwill at the Company’s reporting units and there were no impairments of indefinite-lived other intangible assets.

During fiscal years 2020 and 2019, the Company recorded total goodwill impairments of $ 105.0 and $ 3,307.5 , respectively, and total impairments on indefinite-lived other intangible assets of $ 329.0 and $ 389.8 , respectively.

Additionally, the Company recorded impairments of $ 19.7 on finite-lived other intangible assets during fiscal 2019 .

During fiscal years 2022, 2021 and 2020, the Company recorded total impairments of goodwill at the Company’s reporting units of nil , nil and $ 105.0 , respectively.

During fiscal years 2022, 2021 and 2020, the Company recorded total impairments on indefinite-lived other intangible assets of $ 31.4 , nil and $ 329.0 , respectively.

Additionally, the Company recorded no impairments on finite-lived other intangible assets during fiscal years 2022, 2021 or 2020.

In the fourth quarter of fiscal 2022, as a result of the annual impairment test, the Company recorded asset impairment charges of $ 21.3 and $ 10.1 related to the Max Factor and Bourjois trademarks, respectively, that are part of the Consumer Beauty reporting unit.

The principal drivers of the impairments were related to the loss of revenue and impact on profitability as a result of the Company’s decision to exit the Russian market.

Additionally, the current macroeconomic environment resulted in a 150 basis point increase in the discount rate compared to the May 1, 2021 test.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Goodwill as of June 30, 2022, 2021 and 2020 is presented below:

Americas EMEA APAC Total

Prestige Consumer Beauty Total

Gross balance at June 30, 2020 $ 6,255.5 $ 1,758.5 $ 8,014.0

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Changes during the year ended June 30, 2021

Acquisitions (a)

128.6 — — 128.6

Dispositions ( 10.8 ) ( 10.1 ) ( 2.0 ) ( 22.9 )

Impairment charges (b)

— ( 105.0 ) — ( 105.0 )

Measurement period adjustments 13.9 ( 13.9 ) —

Foreign currency translation 114.6 29.6 144.2

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Changes during the year ended June 30, 2022

Measurement period adjustments (c)

( 62.0 ) 35.9 26.1 —

Foreign currency translation ( 163.3 ) ( 40.1 ) ( 203.4 )

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Net balance at June 30, 2022 $ 3,110.4 $ 804.3 $ 3,914.7

(a) Includes goodwill resulting from the King Kylie Transaction on January 6, 2020 (Refer to Note 4—Business Combinations, Asset Acquisitions and Divestitures).

(b) As a result of the June 1, 2020 impairment test, the EMEA reporting unit was impaired due to the COVID-19 pandemic, a loss of synergies from the sale of the Wella Business and an increase in the discount rate.

(c) Includes measurement period adjustments in connection with the King Kylie acquisition (Refer to Note 4—Business Combinations, Asset Acquisitions and Divestitures).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Other Intangible Assets, net

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Total Other intangible assets, net $ 3,902.8 $ 4,463.0

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The changes in the carrying amount of indefinite-lived other intangible assets are presented below:

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Changes during the year ended June 30, 2021

Impairment charges (a)

( 329.0 ) ( 329.0 )

Foreign currency translation 23.2 23.2

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Changes during the year ended June 30, 2022

Impairment charges (a)

( 31.4 ) ( 31.4 )

Foreign currency translation ( 50.7 ) ( 50.7 )

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Accumulated impairments

$ ( 944.9 ) $ ( 944.9 )

Net balance at June 30, 2022 936.6 936.6

(a) During fiscal 2020, the Company recognized asset impairment charges of $ 329.0 relating to indefinite-lived other intangible assets, mainly the CoverGirl, Max Factor, Philosophy and Bourjois trademarks.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(a) During fiscal 2022, the Company recognized asset impairment charges of $ 31.4 relating to the Max Factor and Bourjois trademarks.

Intangible assets subject to amortization are presented below:

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$ 4,192.9 $ ( 1,229.1 ) $ ( 19.6 ) $ 2,944.2

Customer relationships (a)

786.1 ( 427.3 ) ( 5.5 ) 353.3

Customer relationships 803.1 ( 486.3 ) ( 5.5 ) 311.3

Trademarks 330.2 ( 168.7 ) ( 0.5 ) 161.0

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June 30, 2022

License and collaboration agreements (b)

$ 4,192.9 $ ( 1,229.1 ) $ ( 19.6 ) $ 2,944.2

License and collaboration agreements $ 3,861.9 $ ( 1,302.2 ) $ ( 19.6 ) $ 2,540.1

Customer relationships 740.0 ( 473.5 ) ( 5.5 ) 261.0

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Total $ 5,006.3 $ ( 2,014.5 ) $ ( 25.6 ) $ 2,966.2

(a) Includes License agreements and Customer relationships of $ 649.0 and $ 27.0 , respectively resulting from the King Kylie acquisition on January 6, 2020 (Refer to Note 4—Business Combinations, Asset Acquisitions and Divestitures).

(b) Includes the KKW Collaboration Agreement of $ 180.6 resulting from the KKW Holdings transaction on January 4, 2021 (Refer to Note 4—Business Combinations, Asset Acquisitions and Divestitures).

(a) Includes the KKW Collaboration Agreement of $ 180.6 resulting from the KKW Holdings transaction on January 4, 2021 (Refer to Note 4—Business Combinations, Asset Acquisitions and Divestitures .

Amortization expense totaled $ 207.4 , $ 251.2 and $ 233.1 for the fiscal years ended June 30, 2022, 2021 and 2020, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Intangible assets subject to amortization are amortized principally using the straight-line method and have the following weighted-average remaining lives:

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Certain brand licenses provide for automatic extensions ranging from 2 to 10 year terms, at the Company’s discretion.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

EQUITY INVESTMENTS

The Company's equity investments, classified as Equity investments on the Consolidated Balance Sheets, as of June 30, 2022 are represented by the following:

2022 June 30,

Equity method investments:

KKW Holdings (a)

$ 12.6 $ 16.2

Equity investments at fair value:

Wella Business (b)

830.0 1,260.0

Total equity investments $ 842.6 $ 1,276.2

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The carrying value of the Company’s investment includes basis differences allocated to amortizable intangible assets.

During the year ended June 30, 2021, the Company recognized $ 3.2 representing its share of the investee’s net loss and the amortization of basis differences in Other (income) expense, net within the Consolidated Statements of Operations.

(b) On November 30, 2020, the Company completed the previously announced strategic transaction with KKR for the sale of a majority stake in Coty’s Wella Business.

As part of the transaction, Coty received initial cash proceeds of $ 2,451.7 , and retained a 40 % stake in Wella.

The Company initially computed the fair value of its retained noncontrolling interest investment based on the fair value of the Wella Business exchanged with KKR.

This resulted in an initial fair value of $ 1,634.5 for the retained noncontrolling interest investment in Wella.

Immediately after closing, Wella drew down on their third party debt for $ 1,282.4 and used $ 448.0 of such funds to make a distribution to the Company, which the Company has accounted for as a return of capital.

As of June 30, 2021, the fair value of the Company's investment in Wella was estimated to be $ 1,260.0 .

The following table presents summarized financial information of the Company’s equity method investees for the year ended June 30, 2021 (for the period of the Company’s investment).

During the years ended June 30, 2022 and 2021, the Company recognized $ 3.6 and $ 3.2 , respectively, representing its share of the investee’s net loss and the amortization of basis differences in Other income, net within the Consolidated Statements of Operations.

(b) On November 30, 2020, the Company completed the previously announced strategic transaction with KKR for the sale of a 60 % stake in Coty’s Wella Business.

As of June 30, 2022 and 2021, the Company's stake in the Wella Company was 25.9 % and 40.0 %, respectively.

On October 20, 2021, the Company completed the sale of a 9.4 % stake in Wella to an affiliate of KKR, KKR Rainbow Aggregator L.P.

("KKR Aggregator”) in exchange for the redemption of 290,465 shares of KKR Aggregator's Series B Convertible Preferred Stock shares in Coty and a portion of unpaid dividends (the "First Exchange").

On November 30, 2021, Coty completed the sale of an additional 4.7 % stake in Wella to KKR Aggregator in exchange for the redemption of KKR Aggregator's remaining convertible preferred shares in Coty (the "Second Exchange"), reducing the Company’s total shareholding in the Wella Company to 25.9 %.

Refer to Note 23—Equity and Convertible Preferred Stock.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

On March 3, 2022, Wella approved an interim distribution to its shareholders.

As part of the transaction, Wella refinanced its third party debt and used $ 210.7 of such funds to make a distribution to the Company, which the Company has accounted for as a return of capital.

In addition, on June 16, 2022, Wella approved an additional distribution to its shareholders.

As part of the transaction, Wella made a distribution of $ 19.9 to the Company, which the Company has accounted for as a return of capital.

In May 2022, the Wella Company divested its Russian operations.

The impact of the divestiture was included for valuation purposes.

The following table presents summarized financial information of the Company’s equity method investees for the years ended June 30, 2022 and 2021 (for the period of the Company’s investment).

Amounts presented represent combined totals at the investee level and not the Company’s proportionate share:

June 30, 2021

Summarized Statements of Operations information:

June 30, 2022 Year Ended

June 30, 2021 (a)

Net revenues $ 2,505.1 $ 1,317.4

Gross profit 1,706.5 846.3

Operating loss ( 107.3 )

Operating income (loss) 91.9 ( 107.3 )

Loss before income taxes ( 137.8 ) ( 157.7 )

Net loss ( 171.7 ) ( 174.3 )

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

(a) As the sale of the Wella Business was completed on November 30, 2020, financial results for the Wella Company for fiscal year 2021 reflect seven months of operations.

Summarized Balance Sheets information:

2022 June 30,

Current assets $ 951.4 $ 1,112.5

4 unchanged sentences

Total liabilities 3,511.3 2,513.0

As of June 30, 2021, the Wella Business issued 31.8 million shares of common stock and 2,588.0 million shares of redeemable preferred stock, of which Coty holds 40 % of each class of shares.

The Wella Business has total equity inclusive of redeemable preferred stock of $ 2,859.1 as of June 30, 2021.

As of June 30, 2022, the Wella Company had 30.0 million shares of issued common stock and 1,843.2 million shares of issued redeemable preferred stock, of which Coty held 25.9 % of each class of shares.

The Wella Company had total equity inclusive of redeemable preferred stock of $ 2,042.0 as of June 30, 2022.

The following table summarizes movements in equity investments with fair value option that are classified within Level 3 for the period ended June 30, 2022.

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Balance as of June 30, 2021 $ 1,260.0

Initial investment 1,186.5

Total gains/(losses) included in earnings - unrealized 73.5

First Exchange ( 390.6 )

Second Exchange ( 212.7 )

Wella Distribution ( 230.6 )

Total gains/(losses) included in earnings 403.9

Balance as of June 30, 2022 $ 830.0

1 unchanged sentence

The following table summarizes the significant unobservable inputs used in Level 3 valuation of the Company’s investments carried at fair value as of June 30, 2022.

Included in the table are the inputs or range of possible inputs that have an effect on the overall valuation of the financial instruments.

Included in the table are the inputs or range of possible inputs that have an

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

effect on the overall valuation of the financial instruments.

Fair value Valuation Technique Unobservable input Range

11 unchanged sentences

The market multiples are derived from a group of guideline public companies.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The First Exchange and Second Exchange, as discussed in Note 23—Equity and Convertible Preferred Stock, were also incorporated in the valuation .

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

5 unchanged sentences

Value added, sales and other non-income taxes 83.1 94.0

Derivative liability for foreign currency 62.1 1.9

Restructuring costs 54.1 80.8

Auditing, consulting, legal and litigation accruals 51.1 61.9

Due to related party 37.9 —

Interest 47.8 33.5

Auditing, consulting, legal and litigation accruals 30.8 51.1

Deferred income 21.5 10.1

Factoring - due to counterparty 12.8 25.8

Unfavorable contract liability 10.1 11.5

Deferred income 10.1 10.0

Due to related party 4.7 37.9

Cross currency swap liability 3.5 —

Interest rate swap liability — 9.8

Mandatorily redeemable financial interest liability (See Note 21) — 7.1

Cross currency swap liability — 12.5

Other 65.9 85.9

Total accrued expenses and other current liabilities $ 1,097.1 $ 1,096.0

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

2022 June 30,

3 unchanged sentences

2026 Euro Senior Secured Notes due April 2026 731.8 833.3

2029 Dollar Senior Secured Notes due January 2029 500.0 —

2018 Coty Credit Agreement

2018 Coty Revolving Credit Facility due April 2023 — 670.0

2021 Coty Revolving Credit Facility due April 2025 273.6 —

2018 Coty Term A Facility due April 2023 — 114.0

4 unchanged sentences

2026 Euro Notes due April 2026 261.4 297.6

Brazilian Credit Facilities 42.4 —

Other long-term debt and capital lease obligations 0.1 0.2

2 unchanged sentences

Total Long-term debt 4,475.5 5,457.3

Unamortized debt issuance costs ( 51.7 ) ( 66.9 )

Unamortized financing fees ( 41.8 ) ( 51.7 )

Discount on long-term debt ( 24.6 ) ( 4.6 )

Total Long-term debt, net $ 4,409.1 $ 5,401.0

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Short-Term Debt

5 unchanged sentences

In addition, the Company had undrawn letters of credit of $ 14.3 and $ 15.0 and bank guarantees of $ 17.2 and $ 31.2 as of June 30, 2022 and 2021, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Long-Term Debt

4 unchanged sentences

Debt Discount Repayment Schedule

2029 Dollar Senior Secured Notes January 2029 $ 500.0 4.75 % per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2022

4.75 % N/A (b)

Payable in full at maturity date

2021 Coty Revolving Credit Facility (i)

April 2025 $ 2,000.0 LIBOR (a) plus a margin ranging from 1.00 % to 2.00 % per annum or a base rate plus a margin ranging from 0.00 % to 1.00 % per annum, based on the Company’s total net leverage ratio (c) (d) (e)

1.75 % N/A (b)

Payable in full at maturity date

Brazilian Credit Facilities - October 2023

October 2023 $ 31.9 3.48 % per annum, payable quarterly in arrears beginning on July 5, 2022

3.48 % N/A (b)

Payable in full at maturity date

Brazilian Credit Facilities - September 2023 September 2023 $ 10.5 3.74 % per annum, payable quarterly in arrears beginning on June 30, 2022

3.74 % N/A (b)

Payable in full at maturity date

Fiscal 2022 and Fiscal 2021

2026 Dollar Senior Secured Notes April 2026 $ 900.0 5.0 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021

3 unchanged sentences

3.875 % N/A (b)

Fiscal 2021 and Fiscal 2020

2018 Coty Revolving Credit Facility April 2023 $ 2,750.0 LIBOR (a) plus a margin ranging from 1.00 % to 2.00 % per annum or a base rate plus a margin ranging from 0.00 % to 1.00 % per annum, based on the Company’s total net leverage ratio (c) (d) (e)

2018 Coty Revolving Credit Facility April 2023 $ — (f)

LIBOR (a) plus a margin ranging from 1.00 % to 2.00 % per annum or a base rate plus a margin ranging from 0.00 % to 1.00 % per annum, based on the Company’s total net leverage ratio (c) (d) (e)

1.75 % N/A (b)

Payable in full at maturity date

2018 Coty Term A Facility - USD Portion April 2023 $ — (f)

2018 Coty Term A Facility - EUR Portion April 2023 € — (g)

1.75 % N/A (b)

Quarterly repayments beginning September 30, 2018 at 1.25 % of original principal amount

2018 Coty Term A Facility - EUR Portion April 2023 € 95.7 (f)

1.75 % N/A (b)

2018 Coty Term B Facility - USD Portion April 2025 $ 849.0 (f)

2018 Coty Term B Facility - USD Portion (i)

April 2025 $ 759.0 (g)

LIBOR (a) plus a margin of 2.25 % per annum or a base rate plus a margin of 1.25 % per annum (d)

2.25 % 0.25 % Quarterly repayments beginning September 30, 2018 at 0.25 % of original principal amount

2018 Coty Term B Facility - EUR Portion April 2025 € 514.8 (f)

2018 Coty Term B Facility - EUR Portion (i)

April 2025 € 459.3 (g)

LIBOR (a) plus a margin of 2.50 % per annum (d)

2.50 % 0.25 %

2026 Dollar Notes April 2026 $ 550.0 6.5 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

Notes April 2026 $ 550.0 6.5 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

Payable in full at maturity date

2023 Euro Notes April 2023 € 550.0 4.0 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

2026 Euro Notes April 2026 € 250.0 4.75 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

Notes April 2023 € — (h)

4.0 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

Notes April 2026 € 250.0 4.75 % per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018

(a) As defined in the Interest section below.

7 unchanged sentences

($ in millions, except per share data)

(f) As a result of the debt prepayments in fiscal 2021 (as described below), the capacities of the 2018 Coty Term A Facility - USD portion and - EUR portion, and the 2018 Coty Term B Facility - USD portion and - EUR portion permanently decreased from $ 1,000.0 , € 2,035.0 , $ 1,400.0 and € 850.0 , respectively.

(f) As a result of the amendments entered into in fiscal 2022, the 2018 Coty Revolving Credit Facility was refinanced and replaced by the 2021 Coty Revolving Credit Facility due April 5, 2025 (as described below).

(g) As a result of the debt prepayments in fiscal 2022 (as described below), the capacities of the 2018 Coty Term A Facility - EUR portion, and the 2018 Coty Term B Facility - USD portion and - EUR portion permanently decreased from € 95.7 , $ 849.0 and € 514.8 , respectively.

(h) The 2023 Euro Notes were fully redeemed in the fourth quarter of fiscal 2022 (as described below).

(i) Except as described below in amendments to the 2018 Coty Credit Agreement (as defined below), original terms of the 2018 Coty Credit Agreement apply to these debt facilities.

Recent Developments

Brazilian Credit Facilities

On April 1, 2022, a wholly-owned subsidiary of the Company entered into two separate agreements that mature in September and October 2023, which established new U.S.

Dollar-denominated credit facilities in Brazil (the “Brazilian Credit Facilities”) in the amounts of $ 10.5 and $ 31.9 , respectively.

Early Bond Redemption

The Company issued a notice of full redemption of the 2023 Euro Notes (as defined below) on February 15, 2022 and redeemed the 2023 Euro Notes on April 15, 2022 in the amount of € 550.0 million (approximately $ 606.4 ).

The Company utilized cash on hand of $ 480.7 and drew down $ 125.7 on the 2021 Coty Revolving Credit Facility (as defined below) for the redemption.

Revolving Credit Facility

On September 30, 2021, the Company entered into an amendment to the 2018 Coty Credit Agreement (as defined below) to permanently reduce the existing 2018 Coty Revolving Credit Facility (as defined below) by $ 700.0 and add a new class of incremental revolving facilities in an aggregate principal amount of $ 700.0 that matures on April 5, 2025 (the "September 2021 Coty Revolving Credit Facility").

On November 30, 2021, the Company entered into an amendment to the 2018 Coty Credit Agreement (as defined below) that established a new class of senior secured revolving credit facility of $ 2,000.0 maturing on April 5, 2025 (the "2021 Coty Revolving Credit Facility"), which refinanced and replaced the 2018 Coty Revolving Credit Facility due April 5, 2023 and the September 2021 Coty Revolving Credit Facility due April 5, 2025 (the "2021 Revolver Refinancing").

Debt Paydowns and Waiver of Reinvestment Balance

In October 2021 and January 2022, the Company completed the sale of certain real estate holdings, and in accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized the proceeds from the sale to pay down a portion of the outstanding balances of the 2018 Coty Term A Facility and 2018 Coty Term B Facility (as defined below).

As a result of the October 2021 prepayments, the outstanding principal balances of the 2018 Coty Term A Facility and the U.S.

dollar portion of the 2018 Coty Term B Facility were reduced by € 6.2 million (approximately $ 7.2 ) and $ 91.9 , respectively.

As a result of the January 2022 prepayments, the outstanding principal balances of the euro and U.S.

dollar portions of the 2018 Coty Term B Facility were reduced by € 13.9 million (approximately $ 15.7 ) and $ 22.3 , respectively.

In connection with the November 30, 2021 amendment to the 2018 Coty Credit Agreement, the Company received consent from the participating banks to eliminate the requirements to utilize or repay the Reinvestment Balance (as defined below).

Offering of Senior Secured Notes

On November 30, 2021, the Company issued an aggregate principal amount of $ 500.0 of 4.75 % senior secured notes due 2029 ("2029 Dollar Senior Secured Notes").

Coty received gross proceeds of $ 500.0 in connection with the offering of the 2029 Dollar Senior Secured Notes.

In accordance with the 2018 Coty Credit Agreement, as amended, a portion of the gross proceeds received were utilized to pay down the remaining outstanding principal balance of the 2018 Coty Revolving Credit Facility of $ 394.0 and the 2018 Coty Term A Facility of € 89.5 million (approximately $ 100.4 ).

Senior Secured Notes

On June 16, 2021, the Company issued an aggregate principal amount of € 700.0 million of 3.875 % senior secured notes due 2026 (the “2026 Euro Senior Secured Notes”) in a private offering.

Coty received gross proceeds of € 700.0 million in connection with the offering of the 2026 Euro Senior Secured Notes.

On April 21, 2021, the Company issued an aggregate principal amount of $ 900.0 of 5.00 % senior secured notes due 2026 (the “2026 Dollar Senior Secured Notes” and, together with the 2026 Euro Senior Secured Notes, the “Senior Secured Notes”).

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Secured Notes, the “Senior Secured Notes”).

Coty received gross proceeds of $ 900.0 in connection with the offering of the 2026 Dollar Senior Secured Notes.

Coty used the gross proceeds of the offerings of the Senior Secured Notes to repay a portion of the term loans outstanding under the existing credit facilities and to pay related fees and expenses thereto.

See the above Recent Developments section for the 2029 Dollar Senior Secured Notes offering issued in November 2021.

The Senior Secured Notes are senior secured obligations of Coty and are guaranteed on a senior secured basis by each of Coty’s wholly-owned domestic subsidiaries that guarantees Coty’s obligations under its existing senior secured credit facilities and are secured by first priority liens on the same collateral that secures Coty’s obligations under its existing senior secured credit facilities, as described below.

2 unchanged sentences

Applicable Premium

The indentures governing the Senior Secured Notes specify the Applicable Premium (as defined in the respective indentures) to be paid upon early redemption of some or all of the 2026 Euro Senior Secured Notes or 2026 Dollar Senior Secured Notes.

The Applicable Premium related to the 2026 Euro Senior Secured Notes or 2026 Dollar Senior Secured Notes on any redemption date and as calculated by the Company is the greater of:

(1) 1.0 % of the then outstanding principal amount of the respective 2026 Euro Senior Secured Notes or 2026 Dollar Senior Secured Notes;

(2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such 2026 Euro Senior Secured Notes or 2026 Dollar Senior Secured Notes that would apply if such 2026 Euro Senior Secured Notes or 2026 Dollar Senior Secured Notes were redeemed on April 15, 2023 (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the 2026 Euro Senior Secured Notes or 2026 Dollar Senior Secured Notes to and including April 15, 2023 (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2026 Dollar Senior Secured Notes or Bund Rate in the case of the 2026 Euro Senior Secured Notes (both Treasury Rate and Bund Rate as defined in the respective indentures) as of such redemption date plus 50 basis points;

over (b) the principal amount of the respective 2026 Dollar Notes, 2023 Euro Notes or 2026 Euro Notes.

The indentures governing the Senior Secured Notes specify the Applicable Premium (as defined in the respective indentures) to be paid upon early redemption of some or all of the Senior Secured Notes prior to, and on or after, April 15, 2023 for the 2026 Euro Senior Secured Notes and 2026 Dollar Senior Secured Notes, and January 15, 2025 for the 2029 Dollar Senior Secured Notes (the "Early Redemption Dates").

The Applicable Premium related to the respective Senior Secured Notes on any redemption date and as calculated by the Company is the greater of:

(1) 1.0 % of the then outstanding principal amount of the respective Senior Secured Notes;

(2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such respective Senior Secured Notes that would apply if such respective notes were redeemed on the respective Early Redemption Dates, (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the respective Senior Secured Notes to and including the respective Early Redemption Dates, (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2026 Dollar Senior Secured Notes and 2029 Dollar Senior Secured Notes, or Bund Rate in the case of the 2026 Euro Senior Secured Notes (both Treasury Rate and Bund Rate as defined in the respective indentures) as of such redemption date plus 50 basis points;

over (b) the principal amount of the respective Senior Secured Notes.

Redemption Pricing

At any time and from time to time prior to April 15, 2023, the Company may redeem some or all of the 2026 Dollar Senior Secured Notes and 2026 Euro Senior Secured Notes at redemption prices equal to 100 % of the respective principal amounts being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates.

At any time on or after April 15, 2023, the Company may redeem some or all of the 2026 Dollar Senior Secured Notes and 2026 Euro Senior Secured Notes at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:

At any time and from time to time prior to the Early Redemption Dates, the Company may redeem some or all of the respective notes at redemption prices equal to 100 % of the respective principal amounts being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates.

At any time on or after the Early Redemption Dates, the Company may redeem some or all of the respective notes at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on respective dates of each of the years indicated below:

For the period beginning 2026 Dollar Senior Secured Notes 2026 Euro Senior Secured Notes 2029 Dollar Senior Secured Notes

Year April 15, January 15,

2023 102.500 % 101.938 % N/A

2024 101.250 % 100.969 % N/A

2025 100.000 % 100.000 % 102.375 %

2026 N/A N/A 101.188 %

2027 and thereafter N/A N/A 100.000 %

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

Year 2026 Dollar Senior Secured Notes 2026 Euro Senior Secured Notes

2023 102.5000 % 101.9380 %

2024 101.2500 % 100.9690 %

2025 and thereafter 100.0000 % 100.0000 %

2018 Coty Credit Agreement

On April 5, 2018, the Company entered into a new credit agreement (the “2018 Coty Credit Agreement”), which amended and restated the previously existing 2015 Coty Credit Agreement.

the incurrence by the Company of (1) a senior secured term A facility in an aggregate principal amount of (i) $ 1,000.0 denominated in U.S.

On April 5, 2018, the Company entered into a new credit agreement (the "2018 Coty Credit Agreement"), which amended and restated the prior Coty credit agreement.

The 2018 Coty Credit Agreement provided for (a) the incurrence by the Company of (1) a senior secured term A facility in an aggregate principal amount of (i) $ 1,000.0 denominated in U.S.

dollars and (ii) € 2,035.0 million denominated in euros (the “2018 Coty Term A Facility”) and (2) a senior secured term B facility in an aggregate principal amount of (i) $ 1,400.0 denominated in U.S.

2 unchanged sentences

dollars and readily available in the London interbank market (the “2018 Coty Revolving Credit Facility”) (the 2018 Coty Term A Facility, together with the 2018 Coty Term B Facility and the 2018 Coty Revolving Credit Facility, the “2018 Coty Credit Facilities”).

Initial borrowings under the 2018 Coty Term B Facility were issued at a 0.250 % discount.

The 2018 Coty Credit Agreement provides that with respect to the 2018 Coty Revolving Credit Facility, up to $ 150.0 is available for letters of credit and up to $ 150.0 is available for swing line loans.

4 unchanged sentences

The 2019 Amendment modified the 2018 Coty Credit Agreement by amending the financial covenants to (i) delay until March 31, 2022 the total net leverage ratio step down from 5.25 to 5.0 (as further described in the Covenants section below), (ii) extend the applicable window for certain cost savings add-backs in the calculation of Adjusted EBITDA for purpose of determining the total net leverage ratio, and (iii) amend the determination of the exchange rate to be used for purposes of calculating “Total Indebtedness” (as defined in the 2018 Coty Credit Agreement) for purposes of the total net leverage ratio, and decreasing the total commitments under the revolving credit facility by $ 500.0 to $ 2,750.0 .

On April 29, 2020, the Company amended its existing credit agreement.

The amendment (i) provided a net debt to EBITDA financial covenant "holiday" through March 31, 2021;

(ii) established a minimum liquidity covenant through March 31, 2021 of $ 350.0 , which increased to $ 500.0 for the prepayment event noted below;

and (iii) effectively placed certain limitations on the ability to make certain investments and restricted payments (including limiting the Company’s ability to pay dividends in cash through March 31, 2021) and on incurring additional secured indebtedness.

On November 30, 2020, the Company completed the strategic transaction with KKR for the sale of a majority stake in the Wella Business.

As part of the transaction, Coty received initial cash proceeds of $ 2,451.7 for the sale of its 60 % stake in Wella and its pro rata share of Wella's return of capital distribution of $ 448.0 , and retained a 40 % stake in Wella (see Note 4—Business Combinations, Asset Acquisitions and Divestitures).

In accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized $ 2,015.5 of the net proceeds to pay down its 2018 Coty Term A and B Facilities on a pro rata basis and reserved $ 500.0 for reinvestment in the business, as defined in the 2018 Coty Credit Agreement, as amended, ("the Reinvestment Balance").

If the Reinvestment Balance is not reinvested within twelve months, the Company is required to use the remainder to pay down its 2018 Coty Term A and B Facilities on a pro rata basis.

Additionally, in accordance with the 2018

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Coty Credit Agreement, as amended, as a result of these prepayments, the minimum liquidity covenant increased from $ 350.0 to $ 500.0 .

Offering of Senior Unsecured Notes

As part of the transaction, Coty received initial cash proceeds of $ 2,451.7 for the sale of its 60 % stake in the Wella Business and its pro rata share of Wella's return of capital distribution of $ 448.0 , and retained a 40 % stake in Wella (see Note 4—Business Combinations, Asset Acquisitions and Divestitures).

In accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized $ 2,015.5 of the net proceeds to pay down its 2018 Coty Term A and B Facilities on a pro rata basis and reserved a maximum of $ 500.0 for reinvestment in the business, as defined in the 2018 Coty Credit Agreement, as amended, ("the Reinvestment Balance").

As a result of the prepayments, the outstanding balances of the 2018 Coty Term A and B Facilities were reduced by $ 1,135.7 and $ 879.8 , respectively.

See the above Recent Developments section for information on the amendments to the 2018 Coty Credit Agreement during fiscal 2022, the prepayments made in October 2021, the Reinvestment Balance waiver and the 2021 Revolver Refinancing.

Senior Unsecured Notes

On April 5, 2018 the Company issued, at par, $ 550.0 of 6.50 % senior unsecured notes due 2026 (the “2026 Dollar Notes”), € 550.0 million of 4.00 % senior unsecured notes due 2023 (the “2023 Euro Notes”) and € 250.0 million of 4.75 % senior unsecured notes due 2026 (the “2026 Euro Notes” and, together with the 2023 Euro Notes, the “Euro Notes,” and the Euro Notes together with the 2026 Dollar Notes, the “Senior Unsecured Notes”) in a private offering.

The Senior Unsecured Notes are senior unsecured debt obligations of the Company and will be pari passu in right of payment with all of the Company’s existing and future senior indebtedness (including the 2018 Coty Credit Facilities described below).

The Senior Unsecured Notes are guaranteed, jointly and severally, on a senior basis by the Guarantors (as later defined under “ 2018 Coty Credit Agreement ”).

The Senior Unsecured Notes are guaranteed, jointly and severally, on a senior basis by the Guarantors.

The Senior Unsecured Notes are senior unsecured obligations of the Company and are effectively junior to all existing and future secured indebtedness of the Company to the extent of the value of the collateral securing such secured indebtedness.

The related guarantees are senior unsecured obligations of each Guarantor and are effectively junior to all existing and future secured indebtedness of such Guarantor to the extent of the value of the collateral securing such indebtedness.

The 2026 Dollar Notes will mature on April 15, 2026.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The 2026 Dollar and Euro Notes will mature on April 15, 2026.

The 2026 Dollar Notes will bear interest at a rate of 6.50 % per annum.

Interest on the 2026 Dollar Notes is payable semi-annually in arrears on April 15 and October 15 of each year.

The 2023 Euro Notes will mature on April 15, 2023 and the 2026 Euro Notes will mature on April 15, 2026.

The 2023 Euro Notes will bear interest at a rate of 4.00 % per annum, and the 2026 Euro Notes will bear interest at a rate of 4.75 % per annum.

Interest on the Euro Notes is payable semi-annually in arrears on April 15 and October 15 of each year.

The 2026 Euro Notes will bear interest at a rate of 4.75 % per annum.

Interest on the 2026 Dollar and Euro Notes is payable semi-annually in arrears on April 15 and October 15 of each year.

See the above Recent Developments section for the early redemption of the 2023 Euro Notes in the fourth quarter of fiscal 2022.

Upon the occurrence of certain change of control triggering events with respect to a series of Senior Unsecured Notes, the Company will be required to offer to repurchase all or part of the Senior Unsecured Notes of such series at 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date applicable to such Senior Unsecured Notes.

2 unchanged sentences

Optional Redemption

As of June 30, 2021, the Company may at any time redeem some or all of the 2026 Dollar Notes, 2023 Euro Notes and 2026 Euro Notes, respectively, at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:

Year 2026 Dollar Notes 2023 Euro Notes 2026 Euro Notes

2021 104.8750 % 101.0000 % 103.5625 %

As of June 30, 2022, the Company may at any time redeem some or all of the 2026 Dollar Notes and 2026 Euro Notes, respectively, at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:

Year 2026 Dollar Notes 2026 Euro Notes

2022 103.2500 % 102.3750 %

2023 101.6250 % 101.1875 %

2024 and thereafter 100.0000 % N/A 100.0000 %

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

2024 and thereafter 100.0000 % 100.0000 %

Deferred Issuance Costs

For the fiscal years ended June 30, 2022, 2021 and 2020, the Company capitalized deferred financing fees of $ 9.2 , $ 25.4 , and $ 13.4 , respectively.

The Company did no t incur any third-party debt issuance costs during the fiscal year ended June 30, 2021.

The Company incurred $ 0.8 and $ 0.8 in third-party debt issuance costs during the fiscal years ended June 30, 2020 and 2019, respectively, which were recorded as Other (income) expense, net in the Consolidated Statement of Operations.

The Company incurred $ 27.0 , $ 0.0 and $ 0.8 in third-party debt issuance costs during the fiscal years ended June 30, 2022, 2021 and 2020, respectively, which were recorded as Other income, net in the Consolidated Statement of Operations.

In fiscal 2022, the Company wrote off $ 4.7 of unamortized deferred financing fees and $ 0.4 of unamortized debt discounts due to the early redemption of the 2023 Euro Notes, the prepayments of the 2018 Coty Term A and B Facilities and the refinancing of the 2018 Coty Revolving Credit Facility.

In fiscal 2021, the Company wrote off $ 21.1 of unamortized deferred financing fees and $ 3.1 of unamortized debt discounts as the prepayments of the 2018 Coty Term A and B Facilities were considered partial extinguishments of debt.

There were no write offs in fiscal 2020.

In fiscal 2019, the Company wrote off $ 3.8 of unamortized deferred financing fees in connection with the 2019 Amendment.

The write-offs of the unamortized deferred financing fees and unamortized debt discounts are included in Other (income) expense, net in the Consolidated Statements of Operations.

The write-offs of the unamortized deferred financing fees and unamortized debt discounts are included in Other income, net in the Consolidated Statements of Operations.

The 2018 Coty Credit Agreement facilities will bear interest at rates equal to, at the Company’s option, either:

• LIBOR of the applicable qualified currency, of which the Company can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin;

• ABR plus the applicable margin.

In the case of the 2018 Coty Revolving Credit Facility and the 2018 Coty Term A Facility, the applicable margin means the lesser of a percentage per annum to be determined in accordance with the leverage-based pricing grid and the debt rating-based grid below:

• Alternate base rate (“ABR”) plus the applicable margin.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

In the case of the 2021 Coty Revolving Credit Facility, the applicable margin means the lesser of a percentage per annum to be determined in accordance with the leverage-based pricing grid and the debt rating-based grid below:

Pricing Tier Total Net Leverage Ratio:

18 unchanged sentences

1.0 BBB+/Baa1 or higher 1.125 % 0.125 %

In the case of the USD portion of the 2018 Coty Term B Facility, the applicable margin means 2.25 % per annum, in the case of LIBOR loans, and 1.25 % per annum, in the case of ABR loans.

In the case of the U.S.

dollar portion of the 2018 Coty Term B Facility, the applicable margin means 2.25 % per annum, in the case of LIBOR loans, and 1.25 % per annum, in the case of ABR loans.

In the case of the Euro portion of the 2018 Coty Term B Facility, the applicable margin means 2.50 % per annum, in the case of EURIBOR loans.

In no event will LIBOR be deemed to be less than 0.00 % per annum.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Fair Value of Debt

5 unchanged sentences

Senior Unsecured Notes 811.4 733.5 1,502.3 1,500.5

The Company uses the market approach to value the Senior Secured Notes, the 2018 Coty Credit Agreement and the Senior Unsecured Notes.

The Company obtains fair values from independent pricing services to determine the fair value of these debt instruments.

Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized a Level 2 in the fair value hierarchy.

Brazilian Credit Facilities 42.4 48.2 — —

The Company uses the market approach to value its debt instruments.

The Company obtains fair values from independent pricing services or utilizes the USD LIBOR curve to determine the fair value of these debt instruments.

Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Debt Maturities Schedule

Aggregate maturities of all long-term debt, including the current portion of long-term debt and excluding capital lease obligations as of June 30, 2021, are presented below:

Aggregate maturities of the Company’s long-term debt, including the current portion of long-term debt and excluding capital lease obligations as of June 30, 2022, are presented below:

Fiscal Year Ending June 30,

Thereafter 500.0

Total $ 4,498.4

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With certain exceptions as described below, the 2018 Coty Credit Agreement, as amended, includes a financial covenant that requires us to maintain a Total Net Leverage Ratio (as defined below), equal to or less than the ratios shown below for each respective test period.

Quarterly Test Period Ending Total Net Leverage Ratio (as amended April 29, 2020) (a)

June 30, 2021 through December 31, 2021 5.25 to 1.00

March 31, 2022 5.00 to 1.00

Quarterly Test Period Ending Total Net Leverage Ratio (a)

June 30, 2022 4.75 to 1.00

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December 31, 2022 4.25 to 1.00

March 31, 2023 through June 30, 2023 4.00 to 1.00

March 31, 2023 through April 5, 2025 4.00 to 1.00

(a) Total Net Leverage Ratio means, as of any date of determination, the ratio of:

(a) (i) Total Indebtedness minus (ii) unrestricted and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms, including Adjusted EBITDA, used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the 2018 Coty Credit Agreement, as amended).

Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.

Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended.

In the four fiscal quarters following the closing of any Material Acquisition (as defined in the 2018 Coty Credit Agreement, as amended), including the fiscal quarter in which such Material Acquisition occurs, the maximum Total Net Leverage Ratio shall be the lesser of (i) 5.95 to 1.00 and (ii) 1.00 higher than the otherwise applicable maximum Total Net Leverage Ratio for such quarter (as set forth in the table above).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Leverage Ratio that would otherwise have been required in the absence of such Material Acquisition, regardless of whether any additional Material Acquisitions are consummated during such period.

Immediately after any such four fiscal quarter period, there shall be at least two consecutive fiscal quarters during which the Company’s Total Net Leverage Ratio is no greater than the maximum Total Net Leverage Ratio that would otherwise have been required in the absence of such Material Acquisition, regardless of whether any additional Material Acquisitions are consummated during such period.

As of June 30, 2022, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended.

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Due to the divestiture of the Wella Business, lease assets, liabilities and expenses specific to this business for the fiscal years ended June 30, 2021 and 2020 are excluded from the subsequent tables.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The following table provides additional information about the Company’s operating leases for the fiscal years ended June 30, 2022, 2021 and 2020.

June 30, 2022 Year Ended

June 30, 2021 Year Ended

June 30, 2020

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Right-of-use assets obtained in exchange for lease obligations 104.9 27.8 $ 6.3

Weighted-average remaining lease term - real estate 6.4 years 6.9 years

Weighted-average remaining lease term - real estate 7.6 years 6.4 years 6.9 years

Weighted-average discount rate - real estate leases 3.85 % 3.57 % 3.09 %

The Company incurred net rent expense of $ 197.7 relating to operating leases under ASC 840 in fiscal year 2019.

The Company collected payments from sub-lessors relating to facilities no longer in use by the Company of $ 9.4 for fiscal year 2019.

The fiscal year ended 2019 rent expense and sub-lessor payments include amounts related to discontinued operations.

During fiscal 2021, 2020 and 2019, the Company recorded asset impairment charges of $ 0.6 , $ 7.8 and $ 0.0 .

During fiscal 2022, 2021 and 2020, the Company recorded asset impairment charges of $ 1.0 , $ 0.6 and $ 7.8 , respectively.

The fiscal 2020 impairment charges are recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations and primarily relate to abandonment of a retail store no longer in use.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Future minimum lease payments for the Company’s operating leases as of June 30, 2022 are as follows:

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Table excludes obligations for leases with original terms of twelve months or less which have not been recognized as ROU assets or liabilities in the Consolidated Balance Sheets.

(Loss) income before income taxes from continuing operations in fiscal 2021, 2020 and 2019 is presented below:

Income (loss) from continuing operations before income taxes in fiscal 2022, 2021 and 2020 is presented below:

Year Ended June 30,

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Total $ 426.8 $ ( 239.8 ) $ ( 1,467.6 )

The components of the Company’s total (benefit) provision for income taxes from continuing operations during fiscal 2021, 2020 and 2019 are presented below:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The components of the Company’s total provision (benefit) for income taxes from continuing operations during fiscal 2022, 2021 and 2020 are presented below:

Year Ended June 30,

2022 2021 2020

(Benefit) provision for income taxes from continuing operations:

Provision (benefit) for income taxes on continuing operations:

Federal $ 6.6 $ 3.8 $ —

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Total 12.1 ( 245.9 ) ( 468.1 )

Benefit for income taxes from continued operations $ ( 172.0 ) $ ( 377.7 ) $ ( 54.8 )

Provision (benefit) for income taxes on continuing operations $ 164.8 $ ( 172.0 ) $ ( 377.7 )

During fiscal 2022, the Company recorded a provision of $ 164.8 primarily due to the limitation on the deductibility of executive stock compensation and tax costs associated with the Russia exit, offset by large fair value gains related to the investment in the Wella business.

During fiscal 2021, the Company recorded a benefit of $ 234.4 as a result of a tax rate differential on the deferred taxes recognized on the transfer of assets and liabilities, following the Company’s relocation of the main principal location from Geneva to Amsterdam.

The overall value of the assets and liabilities transferred was negotiated with both the Swiss and Dutch tax authorities and per terms of the agreements, will be reevaluated after three years.

The Company also recorded an expense of

The Company also recorded an expense of $ 130.0 related to an internal restructuring following the Wella divestiture, primarily intended to create a more efficient structure to hold its equity investment in Wella.

During fiscal 2020, the Company recorded a benefit of $ 105.7 for the capital loss generated as a result of the disposition of its investment in Younique.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

$ 130.0 related to an internal restructuring following the Wella divestiture, primarily intended to create a more efficient structure to hold its remaining 40 % equity investment in Wella.

During fiscal 2020, the Company recorded a benefit of $ 105.7 for the capital loss generated as a result of the disposition of its investment in Younique.

During fiscal 2019, the Company recorded goodwill impairment that is not tax-deductible.

The reconciliation of the U.S.

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Income (loss) from continuing operations before income taxes $ 426.8 $ ( 239.8 ) $ ( 1,467.6 )

Benefit for income taxes at statutory rate $ ( 50.4 ) $ ( 308.2 ) $ ( 828.5 )

Provision (benefit) for income taxes at statutory rate $ 89.6 $ ( 50.4 ) $ ( 308.2 )

State and local taxes—net of federal benefit ( 14.9 ) 26.3 ( 28.0 )

3 unchanged sentences

Permanent differences—net 25.4 ( 13.1 ) 14.3

Non-deductible executive stock compensation 37.1 — —

Dispositions of business assets 12.7 — —

Russia exit 24.1 — —

Goodwill impairment — — 26.1

3 unchanged sentences

Other 20.1 14.7 14.3

Benefit for income taxes from continuing operations $ ( 172.0 ) $ ( 377.7 ) $ ( 54.8 )

Provision (benefit) for income taxes on continuing operations $ 164.8 $ ( 172.0 ) $ ( 377.7 )

Effective income tax rate 38.6 % 71.7 % 25.7 %

Significant components of deferred income tax assets and liabilities as of June 30, 2021 and 2020 are presented below:

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

Significant components of deferred income tax assets and liabilities as of June 30, 2022 and 2021 are presented below:

2022 June 30,

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Deferred income tax liabilities 947.4 971.5

Net deferred income tax asset $ 83.6 $ 187.3

Net deferred income tax (liability) asset $ ( 17.2 ) $ 83.6

The expirations of tax loss carry forwards, amounting to $ 1,074.7 as of June 30, 2022, in each of the fiscal years ending June 30, are presented below:

7 unchanged sentences

The total valuation allowances recorded are $ 41.7 and $ 33.4 as of June 30, 2022 and 2021, respectively.

In fiscal 2021, the change in the valuation allowance was due primarily to valuation allowances released as a result of the underlying net operating losses expiring.

In fiscal 2022, the change in the valuation allowance was primarily due to a valuation allowance recorded in the current period.

& SUBSIDIARIES

14 unchanged sentences

As of June 30, 2022 and 2021, the liability associated with UTBs, including accrued interest and penalties, is $ 191.8 and $ 181.2 , respectively, which is recorded in Income and other taxes payable and Other non-current liabilities in the Consolidated Balance Sheets.

During fiscal 2021, the Company accrued interest of $ 0.8 , while in fiscal 2020 and 2019 the Company accrued interest of $ 3.2 and $ 4.3 , respectively.

During fiscal 2021, the Company released penalties of $ 0.5 , while in fiscal 2020 and 2019 the Company accrued penalties of $ 0.0 and $ 0.0 , respectively.

The Company accrued interest of $ 4.2 , $ 0.8 and $ 3.2 , respectively, in fiscal 2022, 2021 and 2020.

The Company accrued no penalties in fiscal 2022 and fiscal 2020, but released penalties of $ 0.5 in fiscal 2021.

The total gross accrued interest and penalties recorded in the Other noncurrent liabilities in the Consolidated Balance Sheets related to UTBs as of June 30, 2022 and 2021 is $ 26.4 and $ 21.7 , respectively.

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Interest expense $ 241.2 $ 231.8 $ 233.3

Foreign exchange losses (gain), net of derivative contracts 6.8 14.8 ( 7.6 )

Foreign exchange (gains) losses, net of derivative contracts ( 10.0 ) 6.8 14.8

Interest income ( 7.2 ) ( 3.5 ) ( 5.4 )

4 unchanged sentences

and international savings plans for employees in certain other countries.

In the U.S., hourly

In the U.S., hourly and salary based employees are eligible to participate in the plan after 90 days of service and the Company matches 100 % of employee contributions up to 6.0 % of employee compensation.

In addition, the Company makes contributions to the plan on behalf of employees determined by their age and compensation.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

and salary based employees are eligible to participate in the plan after 90 days of service and the Company matches 100 % of employee contributions up to 6.0 % of employee compensation.

In addition, the Company makes contributions to the plan on behalf of employees determined by their age and compensation.

During fiscal 2022, 2021 and 2020, the defined contribution expense for Coty Inc.

11 unchanged sentences

As a result, the Company recognized curtailment gains of $ 1.3 , $ 6.9 and $ 14.1 during the years ended June 30, 2022, 2021 and 2020, respectively.

Additionally, the Company recognized a settlement loss of $ 3.8 , of which $ 2.3 was related to restructuring actions during the year ended June 30, 2021.

Additionally, the Company recognized settlement losses of $ 1.8 and $ 3.8 , of which $ 1.4 and $ 2.3 were related to restructuring actions during the years ended June 30 2022 and June 30, 2021, respectively.

The impact of settlement and curtailment activity on the current and prior comparative periods is included in Other expense, net in the Consolidated Statements of Operations.

During fiscal 2019, as part of Global Integration Activities, the Company concluded that restructuring actions resulted in a significant reduction of future services of active employees in certain of the Company’s non-U.S.

pension plans.

As a result, the Company recognized curtailment gains of $ 5.1 during the year ended June 30, 2019.

Plan Amendments for Pension Plans - There were no Plan amendments as of June 30, 2022.

3 unchanged sentences

In addition, the Company has a supplemental retirement plan and a termination benefit plan for selected salaried employees.

Settlements and Curtailments for OPEB Plans

As part of the Turnaround Plan, the Company concluded that restructuring actions resulted in a significant reduction of future services of active employees in certain of the Company’s U.S.

As a result, the Company recognized curtailment gains of $ 0.8 during the year ended June 30, 2020.

The impact of settlement and curtailment activity on the current and prior comparative periods is included in Other (income) expense, net in the Consolidated Statements of Operations.

Settlements and Curtailments for OPEB Plans - As part of the Turnaround Plan, the Company concluded that restructuring actions resulted in a significant reduction of future services of active employees in certain of the Company’s U.S.

The impact of settlement and curtailment activity on the current and prior comparative periods is included in Other income, net in the Consolidated Statements of Operations.

All of the disclosures below include amounts related to discontinued operations through November 30, 2020, except when otherwise noted.

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

All of the disclosures below include amounts related to discontinued operations through November 30, 2020, except when otherwise noted.

The aggregate reconciliation of the projected benefit obligations, plan assets, funded status and amounts recognized in the Company’s Consolidated Financial Statements related to the Company’s pension plans and other post-employment benefit plans is presented below:

14 unchanged sentences

Actuarial loss (gain) ( 2.8 ) 0.5 ( 86.8 ) 35.4 ( 10.9 ) ( 2.8 ) ( 100.5 ) 33.1

Plan combinations — — — — — — — —

Effect of exchange rates — — ( 49.6 ) 41.0 ( 0.1 ) ( 0.3 ) ( 49.7 ) 40.7

12 unchanged sentences

Fair value of plan assets—June 30 — — 101.5 159.1 — — 101.5 159.1

Reclassification of net obligation to held for sale liabilities — — — 140.8 — — — 140.8

Funded status—June 30 $ ( 14.5 ) $ ( 18.9 ) $ ( 242.2 ) $ ( 356.8 ) $ ( 38.8 ) $ ( 50.2 ) $ ( 295.5 ) $ ( 425.9 )

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

With respect to the Company’s pension plans and other post-employment benefit plans, amounts recognized in the Company’s Consolidated Balance Sheets as of June 30, 2022 and 2021, are presented below (this table excludes discontinued operations):

8 unchanged sentences

Net amount recognized $ ( 11.0 ) $ ( 18.6 ) $ ( 202.4 ) $ ( 388.0 ) $ ( 21.2 ) $ ( 42.5 ) $ ( 234.6 ) $ ( 449.1 )

The projected benefit obligation actuarial loss of $ 35.9 is primarily driven by a decrease in discount rates since June 30, 2020.

The actuarial loss is the cumulative impact of the decrease in discount rates at (i) the remeasurement as of November 30, 2020 due to the Wella divestiture and (ii) the measurement as of fiscal year ending June 30, 2021.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The projected benefit obligation actuarial gain of $ 89.6 for the fiscal year ended June 30, 2022 was primarily driven by a significant increase in discount rates since fiscal year ended June 30, 2021.

The actuarial gain in the projected benefit obligation was partially offset by the asset loss of $ 16.0 as a result of worse than expected asset performance, particularly in Switzerland and Germany.

For the fiscal year ended June 30, 2021, the projected benefit obligation actuarial loss of $ 35.9 was primarily driven by a decrease in discount rates since June 30, 2020.

The actuarial loss was the cumulative impact of the decrease in discount rates at (i) the remeasurement as of November 30, 2020 due to the Wella divestiture and (ii) the measurement as of fiscal year ended June 30, 2021.

The actuarial loss in the projected benefit obligation was partially offset by the asset gain of $ 18.3 as a result of better than expected asset performance, particularly in Germany.

During fiscal 2022 the retiree medical and life insurance plan experienced a gain on the liability of $ 10.9 primarily driven by the increase in the discount rate.

Retirees waiving medical coverage, updated medical trend, and a change in the plan participation assumption for active participants to 50% HSA and 50% OAP also contributed to the gain.

The gain was slightly offset due to updated claims and mortality assumption changes.

During fiscal 2021 the retiree medical and life insurance plan experienced a gain on the liability of $ 2.8 primarily due to retirees waiving medical coverage this year that had coverage last year, and updated claims, mortality and discount rate assumptions.

13 unchanged sentences

The components of net periodic benefit cost for pension plans and other post-employment benefit plans recognized in the Consolidated Statements of Operations are presented below:

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Year Ended June 30,

12 unchanged sentences

Net periodic benefit costs include amounts related to discontinued operations of $ 0.0 , $ 6.2 , and $ 14.4 for the years ended June 30, 2022, 2021 and 2020, respectively.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Pre-tax amounts recognized in AOC(L)/I, which have not yet been recognized as a component of net periodic benefit cost are presented below:

11 unchanged sentences

Amortization or curtailment recognition of prior service (credit) cost — — ( 0.1 ) ( 0.7 ) ( 0.3 ) ( 3.3 ) ( 0.4 ) ( 4.0 )

Recognized net actuarial (gain)

loss 1.5 0.7 3.6 ( 0.6 ) ( 0.1 ) ( 0.6 ) 5.0 ( 0.5 )

Recognized net actuarial (gain) loss 0.4 1.5 1.7 3.6 ( 0.2 ) ( 0.1 ) 1.9 5.0

Prior service credit (cost) — — — — — — — —

4 unchanged sentences

The weighted-average assumptions used to determine the Company’s projected benefit obligation above are presented below:

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Pension Plans Other Post-Employment Benefits

3 unchanged sentences

Future compensation growth rates N/A N/A 1.1 %- 3.2 %

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

The weighted-average assumptions used to determine the Company’s net periodic benefit cost in fiscal 2022, 2021 and 2020 are presented below:

4 unchanged sentences

Discount rates 2.4 %- 2.6 %

4 % 0.4 %- 6.7 %

Future compensation growth rates N/A N/A N/A 1.0 %- 2.5 %

88 unchanged sentences

The Company is exposed to foreign currency exchange fluctuations through its global operations.

The Company may reduce its exposure to fluctuations in the cash flows associated with changes in foreign exchange rates by creating offsetting positions through the use of derivative instruments and also by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries.

The Company reduces its exposure to fluctuations in foreign exchange rates by creating offsetting positions through the use of derivative instruments, including forward foreign exchange contracts and by designating foreign currency denominated borrowings and cross-currency swaps as hedges of net investments in foreign subsidiaries.

The Company expects that through hedging, any gain or loss on the derivative instruments would generally offset the expected increase or decrease in the value of the underlying forecasted transactions.

The Company is exposed to foreign currency exchange rate fluctuations in the normal course of business, including through exposure to inventory expenditures made by the Company’s international subsidiaries whose functional currency is other than the transaction currency.

To manage this exposure, in June 2021, the Company entered into non-deliverable forward foreign-exchange contracts (the “NDF contracts”) that are intended to offset changes in cash flow attributable to currency exchange movements.

The NDF contracts have been designated as foreign exchange cash flow hedges.

Hedge effectiveness of the NDF contracts is based on the hypothetical derivative methodology for prospective assessment and on the cumulative dollar offset methodology for retrospective assessment.

The Company entered into these contracts with counterparties that are banks or other financial institutions, and the Company considers the risk of non-performance by such counterparties not to be material.

The Company also continued to use certain derivatives as economic hedges of foreign currency exposure on firm commitments, which do not qualify for hedge accounting.

In September 2019, the Company entered into cross-currency swap contracts in the notional amount of $ 550.0 and designated these cross-currency swaps as hedges of its net investment in certain foreign subsidiaries.

In September 2020, the Company terminated these net investment cross currency swap derivatives in exchange for cash payment of $ 37.6 .

The related loss from this termination is included in AOCI/(L) until the sale or substantial liquidation of the underlying investments.

On November 30, 2020, the Company completed the previously announced strategic transaction with KKR for the sale of a majority stake in the Wella Business.

As part of the transaction, on December 1, 2020, the Company entered into a novation agreement with Wella to assign all of its existing foreign exchange forward contracts and related obligation executed by the Company in connection with the Wella Business.

As of June 30, 2022 and 2021, the notional amounts of the outstanding forward foreign exchange contracts designated as cash flow hedges were $ 30.0 and $ 0.0 , respectively.

The Company also uses certain derivatives not designated as hedging instruments consisting primarily of foreign currency forward contracts and cross currency swaps to hedge intercompany transactions and foreign currency denominated external debt.

Although these derivatives were not designated for hedge accounting, the overall objective of mitigating foreign currency exposure is the same for all derivative instruments.

The Company does not enter into derivative financial instruments for trading or speculative purposes, nor is the Company a party to leveraged derivatives.

For derivatives not designated as hedging instruments, changes in fair value are recorded in the line item in the Consolidated Statements of Operations to which the derivative relates.

As of June 30, 2022

& SUBSIDIARIES

1 unchanged sentence

($ in millions, except per share data)

In September 2020, the Company terminated its existing net investment cross currency swap derivatives with notional amount of $ 550.0 in exchange for cash payment of $ 37.6 .

The related loss from this termination is included in AOCI/(L) until the sale or substantial liquidation of the underlying investments.

On December 1, 2020, the Company entered into a novation agreement with Wella to assign all then existing foreign exchange forward contracts and related obligation executed by the Company in connection with the Wella Business.

In July 2021, the Company entered into foreign exchange forward contracts to hedge up to 80 % of the Company’s euro denominated external debt as part of management’s strategy to minimize the impact of currency movements on those debt instruments.

and 2021, the notional amounts of these outstanding non-designated foreign currency forward and cross currency forward contracts were $ 2,403.8 and $ 816.7 , respectively.

Interest Rate Risk

The Company is exposed to interest rate fluctuations related to its variable rate debt instruments.

The Company may reduce its exposure to fluctuations in the cash flows associated with changes in the variable interest rates by entering into offsetting positions through the use of derivative instruments, such as interest rate swap contracts.

The Company reduces its exposure to fluctuations in the cash flows associated with changes in the variable interest rates by entering into offsetting positions through the use of derivative instruments, such as interest rate swap contracts.

The interest rate swap contracts result in recognizing a fixed interest rate for the portion of the Company’s variable rate debt that was hedged.

2 unchanged sentences

During September 2019, the Company entered into incremental interest rate swap contracts in the notional amount of $ 1,000.0 , which extended the maturity of the interest rate swap portfolio from 2021 through 2023.

In fiscal 2021 and 2022, the Company terminated certain existing interest rate swaps with notional amounts of $ 700.0 and $ 200.0 in exchange for cash payments of $ 4.9 and $ 1.9 , respectively.

The related losses from these terminations are included in Interest expense, net, within the Consolidated Statement of Operations.

As of June 30, 2022 and 2021, the Company had interest rate swap contracts designated as effective hedges in the notional amounts of $ 800.0 and $ 1,900.0 , respectively.

These interest rate swaps are designated and qualify as cash flow hedges.

In fiscal 2021, the Company terminated certain existing interest rate swaps with notional amount of $ 700.0 in exchange for cash payment of $ 4.9 .

The related losses from these terminations is included in Interest expense.

As of June 30, 2021 and 2020, the Company had interest rate swap contracts designated as effective hedges in the notional amount of $ 1,900.0 and $ 3,000.0 , respectively.

Hedge Accounting

Derivative financial instruments are recorded as either assets or liabilities on the Consolidated Balance Sheets and are measured at fair value.

For derivatives accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of specific underlying forecasted transactions, the risk management objective and the strategy for undertaking the hedge transaction.

In addition, the Company formally assesses both at inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.

Additionally, all of the master agreements governing the Company’s derivative contracts contain standard provisions that could trigger early termination of the contracts in certain circumstances which would require the Company to discontinue hedge accounting, including if the Company were to merge with another entity and the creditworthiness of the surviving entity were to be “materially weaker” than that of the Company prior to the merger.

For derivatives designated as cash flow hedges, changes in the fair value are recorded in AOCI/(L).

Gains and losses deferred in AOCI/(L) are then recognized in Net income (loss) in a manner that matches the timing of the actual income or expense related to the hedging instruments with the hedged transaction.

The gains and losses related to designated hedging instruments are also recorded in the line item in the Consolidated Statements of Operations to which the derivative relates.

Cash flows from derivative instruments designated as cash flow hedges are recorded in the same category as the cash flows from the items being hedged in the Consolidated Statements of Cash Flows.

The ineffective portion of foreign exchange forward and interest rate swap contracts are recorded in current-period earnings.

For hedge contracts that are no longer deemed highly effective, hedge accounting is discontinued and gains and losses accumulated in Other comprehensive income (loss) (“OCI”) are reclassified to earnings when the underlying forecasted transaction occurs.

If it is no longer probable that the forecasted transaction will occur, then any gains or losses in AOCI/(L) are reclassified to current-period earnings.

For fiscal 2021, all of the Company’s foreign exchange forward and interest rate swap contracts designated as hedges were highly effective.

The Company also attempts to minimize credit exposure to counterparties by entering into derivative contracts with counterparties that are major financial institutions and utilizing master netting arrangements.

Exposure to credit risk in the event of nonperformance by any of the counterparties with respect to the Company’s foreign exchange forward contracts is limited to the fair value of contracts in net asset positions under master netting arrangements.

Exposure to credit risk in the event of nonperformance by any of the counterparties with respect to the Company’s interest rate swap contracts is limited to the fair

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

value of contracts in net asset positions.

Accordingly, management of the Company believes risk of material loss under these hedging contracts is remote.

Net Investment Hedge

Foreign currency gains and losses on borrowings designated as a net investment hedge, except ineffective portions, are reported in the cumulative translation adjustment (“CTA”) component of AOCI/(L), along with the foreign currency translation adjustments on those investments.

As a result of the prepayments of the 2018 Coty Term A and B Facilities, as described in Note 15—Debt, foreign currency denominated borrowings designated as net investment hedges decreased from nominal exposures of € 3,591.0 million as of June 30, 2020 to € 1,809.5 million as of June 30, 2021.

Net investment hedge effectiveness is assessed based on the change in the spot rate of the foreign currency denominated loans payable.

The critical terms (underlying notional and currency) of the loans payable match the portion of the net investments designated as being hedged.

The net investment hedges were equal to the designated portions of the international subsidiaries’ investment balances as of June 30, 2021.

As such, the net investment hedges were considered to be effective, and, as a result, the changes in the fair value were recorded within CTA on the Company’s Consolidated Balance Sheets.

As a result of the prepayments of the 2018 Coty Term A and B Facilities, as described in Note 15—Debt, and implementation of the foreign exchange forward contracts, foreign currency denominated borrowings designated as net investment hedges decreased from nominal exposures of € 1,809.5 million as of June 30, 2021 to € 289.0 million as of June 30, 2022.

The designated hedge amounts were considered highly effective.

Forward Repurchase Contracts

In June 2022, the Company entered into certain forward repurchase contracts to start hedging for a potential $ 200.0 share buyback program in 2024.

These forward repurchase contracts are accounted for at fair value, with changes in the fair value recorded in Net income (loss) in the Consolidated Statements of Operations.

Refer to Note 23—Equity and Convertible Preferred Stock.

Derivative and non-derivative financial instruments which are designated as hedging instruments:

The accumulated gain on foreign currency borrowings classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $ 41.7 and $ 5.4 as of June 30, 2022 and 2021, respectively.

The accumulated loss on derivative instruments classified as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $( 37.6 ) and $( 12.5 ) as of June 30, 2021 and 2020, respectively.

The accumulated loss on cross currency swaps designated as net investment hedges in the foreign currency translation adjustment component of AOCI/(L) was $( 37.6 ) as of June 30, 2022 and 2021.

The amount of gains and losses recognized in OCI in the Consolidated Balance Sheets related to the Company’s derivative and non-derivative financial instruments which are designated as hedging instruments is presented below:

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Net investment hedges 36.3 ( 256.5 ) 47.1

The accumulated (loss) gain on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $( 15.5 ) and $( 43.0 ) as of June 30, 2021 and 2020, respectively.

The estimated net loss related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings, net of tax, within the next twelve months is $( 7.3 ).

The accumulated gain (loss) on derivative instruments classified as cash flow hedges in AOCI/(L), net of tax, was $ 4.3 and $( 15.5 ) as of June 30, 2022 and 2021, respectively.

The estimated net gain related to these effective hedges that is expected to be reclassified from AOCI/(L) into earnings, net of tax, within the next twelve months is $ 2.6 .

As of June 30, 2022, all of the Company’s remaining foreign currency forward contracts designated as hedges were highly effective.

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2022 2021 2020

Net Revenues Interest expense, net Net Revenues Interest expense, net Cost of sales Interest expense, net

Net Revenues Cost of sales Interest expense, net Net Revenues Cost of sales Interest expense, net Net Revenues Cost of sales Interest expense, net

Foreign exchange forward contracts:

Amount of gain (loss) reclassified from AOCI into income $ 1.0 $ — $ 0.6 $ — $ 0.1 $ —

Amount of gain reclassified from AOCI into income $ — $ 1.7 $ — $ 1.0 $ — $ — $ 0.6 $ — $ —

Interest rate swap contracts:

Amount of gain (loss) reclassified from AOCI into income — ( 36.1 ) — ( 10.8 ) — 12.4

Amount of loss reclassified from AOCI into income — — ( 13.0 ) — — ( 36.1 ) — — ( 10.8 )

Derivatives not designated as hedging instruments:

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Foreign exchange contracts Interest income (expense), net 2.7 26.3 ( 3.1 )

Foreign exchange contracts Other income (expense), net ( 0.6 ) 0.4 —

Foreign exchange and forward repurchase contracts Other income (expense), net 18.4 ( 0.6 ) 0.4

MANDATORILY REDEEMABLE FINANCIAL INTEREST

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As of June 30, 2022, the redeemable noncontrolling interests (“RNCI”) consist of interests in a consolidated subsidiary in the Middle East.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

On September 16, 2019, the Company completed the sale of all of its membership interest in Foundation, which held the net assets of Younique.

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As a result of the Company’s sale of its membership interest in Foundation, RNCI of $ 360.4 was derecognized as of the date of sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Subsidiary in the Middle East

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As of June 30, 2022, total authorized shares of Class A Common Stock was 1,250.0 million and total outstanding shares of Class A Common Stock was 839.2 million.

In the fiscal years ended June 30, 2021, 2020, and 2019, the Company issued 1.7 , 1.4 , and 1.0 million shares of its Class A Common Stock, respectively, and received $ 0.0 , $ 2.7 , and $ 5.2 , in cash, respectively, in connection with the exercise of employee stock options and settlement of RSUs and special incentive awards.

During the fiscal year ended June 30, 2021, the Company reacquired 0.8 million of the 1.4 million shares of Class A Common Stock issued for the restricted stock awards granted during the year ended June 30, 2020.

In the fiscal years ended June 30, 2022, 2021, and 2020, the Company issued 3.3 , 1.7 , and 1.4 million shares of its Class A Common Stock, respectively, and received nil , nil , and $ 2.7 , in cash, respectively, in connection with the exercise of employee stock options and settlement of RSUs and special incentive awards.

In the fiscal years ended June 30, 2022, 2021, and 2020, the Company issued 69.9 , 0.0 , and 0.0 million shares of its Class A Common Stock, respectively, as a result of conversions of Series B Preferred Stock.

During the fiscal year ended June 30, 2021, the Company reacquired 0.8 million of the 1.4 million shares of Class A Common Stock issued the grant of restricted stock awards during the year ended June 30, 2020.

Of the 0.8 million shares of Class A Common Stock reacquired, 0.1 million were withheld for employee taxes due on vested restricted stock awards and 0.7 million were for restricted stock awards forfeited during the year ended, June 30, 2021.

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(“Cottage”), a wholly-owned subsidiary of JAB Cosmetics B.V.

(“JABC”), and JABC acquired 0.3 , 10.6 and 10.8 shares, respectively, of Class A Common Stock in the open market.

(“JABC”), and JABC acquired 0.0 , 0.3 and 10.6 million shares, respectively, of Class A Common Stock in the open market.

During the year ended June 30, 2020, JABC acquired 3.3 million shares of Class A Common Stock from the Company’s former CEO and elected to receive 7.3 million shares of Class A Common Stock, under the Company’s dividend reinvestment program.

The Company did not receive any proceeds from these stock purchases conducted by Cottage or JABC.

On April 30, 2019, Cottage completed a tender offer transaction (the “Offer”), acquiring 150.0 million of outstanding Class A shares of the Company at a price of $ 11.65 per share and as a result, became the Company’s majority stockholder.

Immediately after completion of this tender offer transaction, Cottage indirectly controlled approximately 60 % of Coty’s Class A shares and the Company became a majority-owned subsidiary of Cottage.

Both Cottage and the shares of the Company held by JABC are indirectly controlled by Lucresca SE, Agnaten SE and JAB Holdings B.V.

The Company did not receive any proceeds from these stock purchases conducted by Cottage.

Series A and A-1 Preferred Stock

The Series A Preferred Stock, with a par value of $ 0.01 , are not entitled to receive any dividends and have no voting rights except as required by law.

As of June 30, 2021, total authorized shares of preferred stock are 20.0 million.

On January 15, 2019, the Company cancelled 3.0 million shares of its Series A Preferred Stock that were forfeited during the six months ended December 31, 2018, reducing the total authorized number of shares of Series A Preferred Stock from 6.3 million to 3.3 million.

As of June 30, 2022, the Company’s largest stockholder was Cottage Holdco B.V., which owned approximately 54 % of Coty’s outstanding Class A Common Stock.

Cottage Holdco B.V., a wholly-owned subsidiary of JAB Cosmetics B.V.

(“JABC”), is indirectly controlled by Lucresca SE, Agnaten SE and JAB Holdings B.V.

The Company’s CEO, Sue Nabi, was granted a one-time sign-on award of restricted stock units (the “Award”) on June 30, 2021.

On October 29, 2021,

& SUBSIDIARIES

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($ in millions, except per share data)

On February 4, 2019, the Company authorized, designated and issued 6.9 million shares of Series A-1 Preferred Stock.

On June 14, 2019, the Company authorized, designated and issued 1.0 million shares of Series A-1 Preferred Stock, increasing the total authorized number of shares of Series A-1 Preferred Stock from 6.9 million to 7.9 million.

On June 18, 2019, the Company cancelled 0.4 million shares of its Series A Preferred Stock that were forfeited during the three months ended March 31, 2019, reducing the total authorized number of shares of Series A Preferred Stock from 3.3 million to 2.9 million.

Cottage Holdco B.V.

completed the transfer of 10.0 million shares of Common Stock to Ms.

Nabi in connection with her sign-on award of restricted stock units.

See Note 24—Share-Based Compensation Plans for additional information.

Series A and A-1 Preferred Stock

As of June 30, 2022, total authorized shares of preferred stock are 20.0 million.

There are two classes of Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock, both with a par value of $ 0.01 per share.

As of June 30, 2022, there were 1.5 million shares of Series A and no shares of Series A-1 Preferred Stock authorized, issued and outstanding.

Series A Preferred Stock and Series A-1 Preferred Stock are not entitled to receive any dividends and have no voting rights except as required by law.

On March 27, 2020, the Company reacquired, retired and cancelled 7.9 million shares of its Series A-1 Preferred Stock, reducing the total authorized number of shares of Series A-1 Preferred Stock from 7.9 million to zero shares.

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Therefore, the award is classified as a liability as of June 30, 2022.

An expense (income) of $ 0.8 , $( 1.9 ) and $( 0.1 ) was recorded during fiscal 2021, 2020 and 2019, respectively, and has been included in Selling, general and administrative expenses on the Consolidated Statements of Operations.

An (income) expense of $( 0.2 ), $ 0.8 and $( 1.9 ) was recorded during fiscal 2022, 2021 and 2020, respectively, and has been included in Selling, general and administrative expenses on the Consolidated Statements of Operations.

As of June 30, 2022, total issued and outstanding shares of Series A and Series A-1 Preferred Stock are 1.5 million and nil , respectively.

Of the 1.5 million outstanding shares of Series A Preferred Stock, 1.0 million shares vested on March 27, 2017 and 0.5 million shares were forfeited but remain outstanding pending final settlement.

As of June 30, 2021, the Company classified nil Series A and Series A-1 Preferred Stock as equity and $ 0.9 as a liability, inclusive of the related cash bonuses, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet.

Of the 1.5 million outstanding shares of Series A Preferred Stock, 1.0 million shares vested on March 27, 2017 and 0.5 million shares were forfeited but remain outstanding pending cancellation.

As of June 30, 2022, the Company classified nil Series A and Series A-1 Preferred Stock as equity and $ 0.7 as a liability, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet.

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On June 3, 2021, the Board of Directors declared and paid a dividend on Series B Preferred Stock, totaling $ 24.2 , for the quarter ended June 30, 2021.

The Series B Preferred Stock had accrued unpaid dividends of $ 74.1 and $ 6.5 for the year-ended June 30, 2021 and 2020, respectively.

On September 10, 2021, KKR Aggregator converted 285,576 shares of Series B Preferred Stock, and $ 26.4 of unpaid dividends into 50,000,088 shares of Class A common stock.

Immediately after the conversion, KKR Aggregator completed the public secondary offering of 50,000,088 shares of Class A common stock.

The Company did not receive any proceeds from the sale of the shares of Class A Common Stock by KKR Aggregator.

As a result of the conversion, the Company measured the accrued dividends at fair value, which resulted in an increase of $ 6.7 .

Such adjustment is considered a deemed dividend for purposes of calculating basic and diluted EPS.

On September 30, 2021, the Company entered into a definitive agreement to sell a 9.4 % stake in Wella to KKR Aggregator in exchange for the redemption of 290,465 shares of Series B Preferred Stock and $ 22.5 of unpaid dividends, as previously defined as the First Exchange.

As a result, the Series B Preferred Stock, net of issuance costs, and related accrued dividends were reclassified from temporary equity to a liability as Mandatorily redeemable Convertible Series B Preferred Stock as of September 30, 2021.

Upon reclassification, the Company measured the Series B Preferred Stock and accrued dividends at fair value, which resulted in an increase of $ 93.6 .

The excess in fair value is considered a deemed dividend for purposes of calculating basic and diluted EPS.

The First Exchange was completed on October 20, 2021.

Upon closing, the Company re-measured the Series B Preferred Stock and accrued dividends at fair value, which resulted in a decrease of $ 6.5 .

Such adjustment is considered a gain on extinguishment and is included in Other (income) expense, net in the Consolidated Statements of Operations.

A key input in determining the fair value of the liability was based on the Company's share price as of the measurement date.

As this liability is not actively traded, it is classified as a Level 2 fair value measurements.

Upon closing of the First Exchange, the Company recognized a non-monetary loss of $ 2.9 and is included in Other income, net in the Consolidated Statements of Operations.

See Note 13—Equity Investments for additional information.

On November 10, 2021, KKR Aggregator converted 123,219 shares of Series B Preferred Stock, and $ 1.2 of unpaid dividends into 19,944,701 shares of Class A common stock.

Immediately after the conversion, KKR Aggregator completed a sale of 19,944,701 shares of Class A common stock.

The Company did no t receive any proceeds from the sale of the shares of Class A Common Stock by KKR Aggregator.

As a result of the conversion, the Company measured the accrued dividends at fair value, which resulted in an increase of $ 0.8 .

Such adjustment is considered a deemed dividend for purposes of calculating basic and diluted EPS.

On November 6, 2021, the Company entered into a definitive agreement to sell an additional 4.7 % stake in Wella to KKR Aggregator in exchange for the redemption or conversion of 154,683 shares of Series B Preferred Stock, as previously defined as the Second Exchange.

The Second Exchange closed on November 30, 2021.

Upon closing, the Company recognized $ 66.4 in excess of the fair value of the consideration transferred in exchange for the redemption of the Series B Preferred Stock.

The excess in fair value is considered a deemed dividend for purposes of calculating basic and diluted EPS.

As of December 31, 2021, KKR has fully redeemed/exchanged all of their Series B Preferred Stock.

See Note 13—Equity Investments for additional information.

In October 2021, the Company paid the remaining accrued dividends on the Series B Preferred Stock that were outstanding as of June 30, 2021, totaling $ 25.1 .

As a result, $ 4.4 of previously recorded fair value adjustments for unpaid dividends were reversed through additional paid-in capital (“APIC”) and was considered a deemed contribution.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Cumulative preferred dividends accrue daily on the Series B Preferred Stock at a rate of 9.0 % per year.

During the three months ended June 30, 2022, the Board of Directors declared dividends on the Series B Preferred Stock of $ 3.3 , which was paid on July 1, 2022.

Additionally, on April 1, 2022 the Company paid previously accrued dividends that were outstanding as of March 31, 2022, totaling $ 3.3 .

During the twelve months ended June 30, 2022, the Board of Directors declared dividends on the Series B Preferred Stock of $ 35.2 of which $ 30.7 was paid and $ 1.2 was converted as part of the November 10, 2021 conversion.

As of June 30, 2022 and June 30, 2021, the Series B Preferred Stock had outstanding accrued dividends of $ 3.3 and $ 74.1 , respectively.

Dividend Rights and Liquidation Preferences.

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At any time after the third anniversary of the closing date, if the volume weighted average price of the Common Stock exceeds $ 12.48 per share for at least 20 trading dates in any period of 30 consecutive trading days, at the election of the Company, all or any portion of the Series B Preferred Stock will be convertible into the relevant number of shares of Common Stock.

As of June 30, 2021, Series B Preferred Stock and Accrued Dividends were convertible into 172,123,533 shares of Common Stock of which no shares have been converted.

Redemption Features.

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Change of Control Put.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

conversion price or (ii) cause the Company to redeem their shares of Series B Preferred Stock in an amount in cash equal to (x) if the change of control occurs on or before the fifth anniversary of the Closing Date, 110 % of the sum of the liquidation preference thereof plus any accrued and unpaid dividends and (y) if the change of control occurs on or after the fifth anniversary of the Closing Date, 100 % of the Redemption Price, provided that in the case of either clause (i) or (ii) above, if such change of control occurs on or before the fifth anniversary of the Closing Date, the Company will also be required to pay the holders of the Series B Preferred Stock a “make-whole” premium.

Upon certain change of control events involving the Company holders of Series B Preferred Stock may, at the holder’s election (i) convert their shares of Series B Preferred Stock into Common Stock at the then-current conversion price or (ii) cause the Company to redeem their shares of Series B Preferred Stock in an amount in cash equal to (x) if the change of control occurs on or before the fifth anniversary of the Closing Date, 110 % of the sum of the liquidation preference thereof plus any accrued and unpaid dividends and (y) if the change of control occurs on or after the fifth anniversary of the Closing Date, 100 % of the Redemption Price, provided that in the case of either clause (i) or (ii) above, if such change of control occurs on or before the fifth anniversary of the Closing Date, the Company will also be required to pay the holders of the Series B Preferred Stock a “make-whole” premium.

Participation and Other Pertinent Rights.

Pursuant to the Investment Agreement, the Company increased the size of its board of directors (the “Board”) in order to elect two individuals designated by the Investor (the “Designees”) to the Board.

Following the Second Exchange, KKR no longer holds any preferred stock of the Company and no longer has the right to designate any directors to the Company's Board of Directors.

Dividends - Common Stock

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All holders of records of Class A Common Stock had the opportunity to participate in the program;

if a holder elected to participate in the program, fifty percent ( 50 %) of their cash dividends were reinvested in additional shares of Class A Common Stock.

The following dividends were declared during fiscal years 2020 and 2019:

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

elected to participate in the program, fifty percent ( 50 %) of their cash dividends were reinvested in additional shares of Class A Common Stock.

The following dividends were declared during fiscal year 2020:

Declaration Date Dividend Type Dividend Per Share Holders of Record Date Dividend Value Dividend Payment Date Dividends Settled in Cash Dividends Settled in Stock (a)

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Fiscal 2020 $ 0.375 $ 287.7 $ 195.2 $ 88.9 $ 3.6

2018 Quarterly $ 0.125 August 31,

2018 $ 94.6 September 14, 2018 $ 93.8 N/A $ 0.8

November 7, 2018 Quarterly 0.125 November 30, 2018 95.1 December 14, 2018 93.9 N/A 1.2

February 8, 2019 Quarterly 0.125 February 28, 2019 95.1 March 15,

2019 93.9 N/A 1.2

2019 Quarterly 0.125 June 6,

2019 95.1 June 28,

2019 63.4 30.6 1.1

Fiscal 2019 $ 0.500 $ 379.9 $ 345.0 $ 30.6 $ 4.3

(a) The June 28, 2019, September 30, 2019 , December 27, 2019 and March 27, 2020 stock dividend payments of $ 30.6 , $ 30.9 , $ 29.3 and $ 28.7 resulted in the issuances of 2.4 million, 3.2 million , 2.4 million and 2.4 million shares of Class A Common Stock, respectively.

(a) The September 30, 2019, December 27, 2019 and March 27, 2020 stock dividend payments of $ 30.9 , $ 29.3 and $ 28.7 resulted in the issuances of 3.2 million, 2.4 million and 2.4 million shares of Class A Common Stock, respectively.

(b) The dividend payable is the value of the remaining dividends payable upon settlement of the RSUs and phantom units outstanding as of the Holders of Record Date.

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Thus, total dividends settled in cash during the twelve months ended June 30, 2022 was $ 1.4 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Total accrued dividends on unvested RSUs and phantom units of $ 1.4 and $ 0.5 , and $ 2.4 and $ 1.7 are included in Accrued expenses and other current liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets as of June 30, 2022 and 2021, respectively.

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Beginning balance at July 1, 2020 $ ( 43.0 ) $ 261.9 $ ( 683.8 ) $ 8.7 $ ( 456.2 )

Other comprehensive income before reclassifications ( 37.5 ) 47.1 ( 426.4 ) 18.9 ( 397.9 )

Other comprehensive income (loss) before reclassifications 0.6 ( 294.1 ) 424.5 ( 24.2 ) 106.8

Net amounts reclassified from AOCI/(L) (a)

26.9 — — 0.6 27.5

Net current-period other comprehensive income ( 29.7 ) 47.1 ( 426.4 ) 11.6 ( 397.4 )

Net current-period other comprehensive income (loss) 27.5 ( 294.1 ) 424.5 ( 23.6 ) 134.3

Ending balance at June 30, 2021 $ ( 15.5 ) $ ( 32.2 ) $ ( 259.3 ) $ ( 14.9 ) $ ( 321.9 )

Other comprehensive income before reclassifications 0.6 ( 294.1 ) 424.5 ( 24.2 ) 106.8

Other comprehensive income (loss) before reclassifications 11.0 36.3 ( 511.5 ) 58.0 ( 406.2 )

Net amounts reclassified from AOCI/(L) (a)

8.8 — — 1.4 10.2

Net current-period other comprehensive income 27.5 ( 294.1 ) 424.5 ( 23.6 ) 134.3

Net current-period other comprehensive income (loss) 19.8 36.3 ( 511.5 ) 59.4 ( 396.0 )

Ending balance at June 30, 2022 $ 4.3 $ 4.1 $ ( 770.8 ) $ 44.5 $ ( 717.9 )

(a) Amortization of actuarial gains of $ 1.6 and $ 0.9 , net of taxes of $ 0.2 and $ 0.3 , were reclassified out of AOCI/(L) and included in the computation of net period pension costs for the fiscal years ended June 30, 2022 and 2021, respectively (see Note 19—Employee Benefit Plans).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

Treasury Stock - Share Repurchase Program

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There were no share repurchase activities during the years ended June 30, 2022, 2021 and 2020 under the Incremental Repurchase Program.

In June 2022, the Company entered into forward repurchase contracts (the “Forward” and together the “Forwards”) with three large financial institutions (“Counterparties”) to start hedging for a potential $ 200.0 share buyback program in 2024.

In connection with the Forward transactions, the Company incurred certain execution fees of $ 2.0 , which was recognized as a premium to the forward price recorded at inception and amortized ratably over the contract period.

As part of the Forward agreements, the Company will pay interest on the outstanding underlying notional amount of the Forwards held by the Counterparties during the contract period.

The interest rates are variable, based on the United States secured overnight funding rate (“SOFR”) plus a spread.

The weighted average interest rate plus applicable spread was 6.4 % as of June 30, 2022.

The Forward agreements with two of the Counterparties, which purchased approximately 13.7 million and 3.8 million shares of the Company’s Class A Common Stock in June 2022, respectively, require the Company to:

(i) repurchase the shares on or before June 6, 2024 at a price based on the weighted average of the daily volume weighted average price (“VWAP”) during the initial acquisition period (“Initial Price”);

or (ii) at the Company’s option, pay or receive the difference between the Final Price, defined as the weighted average of the daily VWAP during the unwind period as defined in the agreement, and Initial Price of the Forwards.

Simultaneously, the remaining Counterparty purchased approximately 7.1 million shares of the Company’s Class A Common Stock during June 2022.

This Forward requires the Company to pay or receive the difference between the Final Price and Initial Price established at inception of the Forward on or before June 6, 2024.

In addition, the Forwards include a provision for a potential true-up in cash upon specified changes in the price of the Company’s Class A Common Stock relative to the Initial Price (“Hedge Valuation Adjustment”).

Such Hedge Valuation Adjustment shall not result in a termination date or any adjustment of the number of Coty’s Class A Common Stock shares purchased by the Counterparties at inception.

In the event, the Company declares and pays any cash dividends on its Class A Common Stock, the Forward Counterparties will be entitled to such dividend payments and payable at termination of the Forwards.

Since the Forwards permit a net cash settlement alternative in addition to the physical settlement, the Company accounted for the Forwards initially and subsequently at their fair value, with changes in the fair value recorded in Other income, net in the Consolidated Statement of Operations.

SHARE-BASED COMPENSATION PLANS

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Equity plan modified and cash settled — 0.9 18.3

Liability plan (income) expense 1.6 ( 2.0 ) ( 2.1 )

Liability plan expense (income) 0.1 1.6 ( 2.0 )

Fringe expense 2.3 0.5 1.1

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These options are accounted for using equity accounting whereby the share-based compensation expense is estimated and fixed at the grant date based on the estimated value of the options using the Black-Scholes valuation model.

During fiscal 2020 and 2019, the share-based compensation expense recognized on non-qualified stock options is based upon the fair value on the grant date estimated using the Black-Scholes valuation model with the following weighted-average assumptions:

Expected life 7.4 years 6.5 years

During fiscal 2020, the share-based compensation expense recognized on non-qualified stock options is based upon the fair value on the grant date estimated using the Black-Scholes valuation model with the following weighted-average assumptions:

Expected life 7.4 years

Risk-free interest rate 1.63 %

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Expected dividend yield —The weighted-average expected dividend yield is based upon the Company’s expectation to pay dividends over the contractual term of the options.

Non-qualified stock options generally become exercisable five years from the date of the grant or on a graded vesting schedule where 60 % of each award granted vests after three years , 20 % of each award granted vests after four years and 20 % of each award granted vests after five years .

All grants expire ten years from the date of the grant.

& SUBSIDIARIES

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($ in millions, except per share data)

All grants expire ten years from the date of the grant.

The Company’s outstanding non-qualified stock options as of June 30, 2022 and activity during the fiscal year then ended are presented below:

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As of June 30, 2022, the grant prices of the outstanding options ranged from $ 8.65 to $ 18.55 , and the grant prices for exercisable options ranged from $ 9.20 to $ 18.55 .

A summary of the aggregated weighted-average grant date fair value of stock options granted and total intrinsic value of stock options exercised for fiscal 2020 and 2019 is presented below:

A summary of the aggregated weighted-average grant date fair value of stock options granted and total intrinsic value of stock options exercised for fiscal 2020 is presented below:

Weighted-average grant date fair value of stock options $ 3.41

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Non-vested at July 1, 2021 12.8 $ 2.84

Vested ( 3.9 ) 4.39

Forfeited ( 6.6 ) 3.61

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The Company recorded an incremental expense of $ 18.3 related to the modification during fiscal 2020.

The Company uses the binomial lattice or the Black-Scholes model to value the equity and cash bonus components of the granted Series A/A-1 Preferred Stocks.

The fair value of the Company’s outstanding Series A and Series A-1 Preferred Stock were estimated with the following weighted-average assumptions.

The Company uses the binomial lattice or the Black-Scholes model to value the equity and cash bonus components of the granted outstanding Series A Preferred Stocks.

The fair value of the Company’s outstanding Series A Preferred Stock were estimated with the following assumptions.

2022 2021 2020

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Dividend yield on Class A Common Stock 1.56 % 1.34 % 8.39 %

Expected life, in years - The expected life represents the period of time (years) that Series A or Series A-1 Preferred Stock granted are expected to be outstanding, which the Company calculates using a formula based on the vesting term and the contractual life of the respective Series A or Series A-1 Preferred Stock.

Expected life, in years - The expected life represents the period of time (years) that Series A Preferred Stock granted are expected to be outstanding, which the Company calculates using a formula based on the contractual life of the respective Series A Preferred Stock.

Expected volatility - The expected volatility is derived using historical stock price information for the Company’s common stock and that of certain peer group companies, and the volatility implied by the trading of options to purchase the Company’s stock on open-market exchanges.

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Constant Maturity Treasury Rate.

Dividend yield on Class A Common Stock - The Company calculated the weighted-average dividend yield on shares using the annualized dividend rate calculated on the per share dividend paid quarterly and the stock price as of the valuation date.

Series A and Series A-1 Preferred Shares generally expire seven years from the date of the grant.

The Company’s outstanding Series A and Series A-1 Preferred Shares as of June 30, 2021 and activity during the fiscal year then ended are presented below:

Dividend yield on Class A Common Stock - The Company calculated the dividend yield on shares using the expected annualized dividend rate and the stock price as of the valuation date.

Series A Preferred Shares generally expire seven years from the date of the grant.

The Company’s outstanding Series A Preferred Shares as of June 30, 2022 and activity during the fiscal year then ended are presented below:

(in millions) Weighted

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Vested and expected to vest at June 30, 2022 1.0 $ 22.39 $ — 1.74

The Company’s non-vested shares of Series A and Series A-1 Preferred Stock as of June 30, 2021 and activity during the fiscal year then ended are presented below:

Exercisable 1.3 $ 22.45 $ — 1.72

The Company’s non-vested shares of Series A Preferred Stock as of June 30, 2022 and activity during the fiscal year then ended are presented below:

(in millions) Weighted

Non-vested at July 1, 2021 0.5 $ 3.55

Vested ( 0.3 ) 3.48

Non-vested at June 30, 2022 0.2 $ 3.65

Restricted Share Units

On October 1, 2018, the Company’s Board of Directors approved a modification of the vesting schedules for certain RSUs granted during fiscal 2019 and 2020 to improve the Company’s ability to retain the affected employees, from five year cliff vesting to graded vesting where 60 % of each award granted vests after three years , 20 % of each award granted vests after four years and 20 % of each award granted vests after five years .

Five hundred sixty employees held outstanding awards subject to the October 1, 2018 modification.

During the fiscal year ended June 30, 2019, the incremental stock based compensation expense resulting from the modification was offset by income from actual and expected forfeitures in the modified awards.

Restricted Stock Units

On October 14, 2020, the Company’s Board of Directors approved a new vesting schedule applicable to RSUs granted during fiscal 2021, to three-year graded vesting where one-third of each award granted vests after the first anniversary of grant, one-third of each award granted vests after the second anniversary of grant and one-third of each awarded granted vests after the third anniversary of grant.

On October 14, 2021, the Company’s Board of Directors approved a new vesting schedule applicable to RSUs granted during fiscal 2022, to three-year graded vesting where one-quarter of each award granted vests after the first anniversary of

& SUBSIDIARIES

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($ in millions, except per share data)

one-third of each award granted vests after the second anniversary of grant and one-third of each awarded granted vests after the third anniversary of grant.

grant, one-quarter of each award granted vests after the second anniversary of grant and one-half of each awarded granted vests after the third anniversary of grant.

During fiscal 2022, 2021 and 2020, 4.6 million, 38.1 million and 6.2 million RSUs were granted under the Omnibus LTIP and 0.3 million, 0.3 million and 0.1 million RSUs were granted under the 2007 Stock Plan for Directors, respectively.

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The amount of compensation cost recognized at each vesting date must at least equal the portion of the award legally vested.

As such, $ 168.3 , $ 89.9 and $ 15.0 will be recognized in the fiscal years ending 2022, 2023 and 2024, respectively.

In connection with this Award, Cottage Holdco B.V., the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company S.à r.l., has agreed, pursuant to an equity transfer agreement, to transfer to Ms.

As such, $ 170.9 was recognized in fiscal year 2022.

In addition, $ 93.4 and $ 15.9 will be recognized in the fiscal years ending 2023 and 2024, respectively.

In connection with this Award, Cottage Holdco B.V., the Company’s largest stockholder and a wholly-owned subsidiary of JAB Holding Company S.à r.l., agreed, pursuant to an equity transfer agreement, to transfer to Ms.

Nabi (either directly or through contributing to the Company) 10,000,000 shares of Common Stock no later than sixty days following the first vesting date.

On October 29, 2021, Cottage Holdco B.V.

completed the transfer of 10,000,000 shares of Common Stock to Ms.

If, however, Ms.

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Settled ( 0.2 )

Cancelled ( 0.7 )

Outstanding at June 30, 2022 0.6

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Outstanding and nonvested at July 1, 2021 0.5 $ 5.08

Granted 0.3 7.47

Vested ( 0.2 ) 5.08

Cancelled ( 0.7 ) 5.08

Outstanding and nonvested at June 30, 2022 0.6 $ 6.58

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Becht’s increased and continuing responsibilities as interim CEO of the Company.

At the time of grant, the phantom units had a value of $ 8.1 based on the closing price of the Company’s Class A Common Stock on July 21, 2015.

Each phantom unit has an economic value equivalent to one share of the Company’s Class A Common Stock settleable in cash or shares at the election of Mr.

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The phantom units vested on the fifth anniversary of the grant date and remain outstanding as of June 30, 2022.

The Company recognized $ 8.0 of share-based compensation expense during the fiscal year ended June 30, 2016 as there are no service or performance conditions with respect to the phantom units.

NET LOSS ATTRIBUTABLE TO COTY INC.

NET INCOME (LOSS) ATTRIBUTABLE TO COTY INC.

PER COMMON SHARE

Net loss attributable to Coty Inc.

common stockholders per common share (“basic EPS”) is computed by dividing net loss attributable to Coty Inc.

Net income (loss) attributable to Coty Inc.

common stockholders per common share (“basic EPS”) is computed by dividing net income (loss) attributable to Coty Inc.

less any dividends on Series B Preferred Stock by the weighted-average number of common shares outstanding during the period.

Net loss attributable to Coty Inc.

common stockholders per common share assuming dilution (“diluted EPS”) is computed by adjusting the numerator used in basic EPS to add back the dividends applicable to the Series B Preferred Stock and using the basic EPS weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period as the denominator.

Net income (loss) attributable to Coty Inc.

common stockholders per common share assuming dilution (“diluted EPS”) is computed by adjusting the numerator used in basic EPS to add back the dividends applicable to the Series B Preferred Stock, if dilutive, and using the basic EPS weighted-average number of common shares and the effect of potentially dilutive securities outstanding during the period as the denominator.

Potentially dilutive securities consist of non-qualified stock options, Series A Preferred Stock, RSUs, unvested restricted stock awards and potential shares resulting from the conversion of the Series B Preferred Stock as of June 30, 2022, 2021 and 2020.

Net loss attributable to Coty Inc.

Net income (loss) attributable to Coty Inc.

is adjusted through the application of the two-class method of income per share to reflect a portion of the periodic adjustment of the redemption value in excess of fair value of the redeemable noncontrolling interests.

There is no excess of redemption value over fair value of the redeemable noncontrolling interests in fiscal 2022, 2021 and 2020.

In addition, there are no participating securities requiring the application of the two-class method of income per share.

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($ in millions, except per share data)

There is no excess of redemption value over fair value of the redeemable noncontrolling interests in fiscal 2021, 2020 and 2019.

In addition, there are no participating securities requiring the application of the two-class method of income per share.

Reconciliation between the numerators and denominators of the basic and diluted EPS computations is presented below:

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Amounts attributable to Coty Inc.:

Net loss from continuing operations $ ( 64.0 ) $ ( 1,093.9 ) $ ( 3,905.2 )

Net income (loss) from continuing operations $ 253.8 $ ( 64.0 ) $ ( 1,093.9 )

Convertible Series B Preferred Stock dividends

( 198.3 ) ( 102.3 ) ( 6.5 )

Net loss from continuing operations attributable to common stockholders ( 166.3 ) ( 1,100.4 ) ( 3,905.2 )

Net income from discontinued operations, net of tax ( 137.3 ) 87.2 121.0

Net (loss) income attributable to common stockholders $ ( 303.6 ) $ ( 1,013.2 ) $ ( 3,784.2 )

Net income (loss) from continuing operations attributable to common stockholders 55.5 ( 166.3 ) ( 1,100.4 )

Net income (loss) from discontinued operations, net of tax 5.7 ( 137.3 ) 87.2

Net income (loss) attributable to common stockholders $ 61.2 $ ( 303.6 ) $ ( 1,013.2 )

Weighted-average common shares outstanding:

Weighted-average common shares outstanding—Basic 820.6 764.8 759.1

Effect of dilutive stock options and Series A/A-1 Preferred Stock (a)

Effect of restricted stock and RSUs (b)

Effect of Convertible Series B Preferred Stock (c)

Weighted-average common shares and common share equivalents outstanding—Diluted (a)

834.1 764.8 759.1

(Loss) earnings per common share

Loss from continuing operations per common share - basic $ ( 0.22 ) $ ( 1.45 ) $ ( 5.20 )

Loss from continuing operations per common share - diluted $ ( 0.22 ) $ ( 1.45 ) $ ( 5.20 )

(Loss) earnings from discontinued operations - basic $ ( 0.18 ) $ 0.12 $ 0.16

(Loss) earnings from discontinued operations - diluted $ ( 0.18 ) $ 0.12 $ 0.16

Loss per common share - basic $ ( 0.40 ) $ ( 1.33 ) $ ( 5.04 )

Loss per common share - diluted $ ( 0.40 ) $ ( 1.33 ) $ ( 5.04 )

(a) As of June 30, 2021, 2020 and 2019, outstanding stock options and Series A/A-1 Preferred Stock with purchase or conversion rights to purchase shares of Common Stock, RSUs and Convertible Series B Preferred Stock were excluded in the computation of diluted loss per share due to the net loss incurred during the period.

Earnings (losses) per common share

Earnings (losses) from continuing operations per common share - basic $ 0.07 $ ( 0.22 ) $ ( 1.45 )

Earnings (losses) from continuing operations per common share - diluted (d)

$ 0.07 $ ( 0.22 ) $ ( 1.45 )

Earnings (losses) from discontinued operations - basic $ 0.01 $ ( 0.18 ) $ 0.12

Earnings (losses) from discontinued operations - diluted $ 0.01 $ ( 0.18 ) $ 0.12

Earnings (losses) per common share - basic $ 0.08 $ ( 0.40 ) $ ( 1.33 )

Earnings (losses) per common share - diluted (d)

$ 0.08 $ ( 0.40 ) $ ( 1.33 )

(a) As of June 30, 2022, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase 8.3 million weighted average shares of Common Stock were excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

As of June 30, 2021 and 2020, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase shares of Common Stock were excluded in the computation of diluted loss per share due to the net loss incurred during the period.

(b) As of June 30, 2022, there were 1.6 million weighted average anti-dilutive RSUs, excluded from the computation of diluted EPS.

As of June 30, 2021 and 2020, RSUs were excluded in the computation of diluted loss per share due to the net loss incurred during the period.

(c ) As of June 30, 2022, there were 65.4 million dilutive shares of Convertible Series B Preferred Stock excluded from the computation of diluted EPS as their inclusion would be anti-dilutive.

As of June 30, 2021 and 2020, Convertible Series B Preferred Stock shares were excluded from the computation of diluted EPS due to the net loss incurred during the period.

(d) Diluted EPS is adjusted by the effect of dilutive securities, including awards under the Company's equity compensation plans and the convertible Series B Preferred Stock.

When calculating any potential dilutive effect of stock options, Series A Preferred Stock, restricted stock and RSUs, the Company uses the treasury method and the if-converted method for the Convertible Series B Preferred Stock.

The treasury method typically does not adjust the net income attributable to Coty Inc., while the if-converted method requires an adjustment to reverse the impact of the preferred stock dividends, if dilutive, on net income applicable to common stockholders during the period .

LEGAL AND OTHER CONTINGENCIES

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The Company is involved, from time to time, in various litigation, administrative and other legal proceedings, including regulatory actions, incidental or related to its business, including consumer class or collective actions, personal injury (including asbestos claims related to the Company’s talc-based cosmetic products), intellectual property, competition, compliance and advertising claims litigation and disputes, among others (collectively, “Legal Proceedings”).

While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities.

However, management’s assessment of the Company’s current Legal Proceedings is ongoing, and could change in light of the discovery of additional facts with respect to Legal Proceedings not presently known to the Company, further legal analysis, or determinations by judges, arbitrators, juries or other finders of fact or deciders of law which are not in accord with management’s evaluation of the probable liability or outcome of such Legal Proceedings.

From time to time, the Company is in discussions with regulators, including discussions initiated by the Company, about actual or potential violations of law in order to remediate or mitigate associated legal or compliance risks and liabilities or penalties.

As the outcomes of such proceedings are unpredictable, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, prospects, financial condition, results of operations, cash flows or the trading price of its securities.

While the Company cannot predict any final outcomes relating thereto, management believes that the outcome of current Legal Proceedings will not have a

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($ in millions, except per share data)

material effect upon its business, prospects, financial condition, results of operations, cash flows or the trading price of the Company’s securities.

Certain Litigation .

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On August 17, 2020, the court denied the remaining motions to dismiss.

The case is currently at the discovery stage.

The case is currently at the discovery stage with a trial date scheduled for November 2022.

A purported stockholder class action complaint, alleging violations of the U.S.

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On November 23, 2020, the court appointed the individual Susan Nock as lead plaintiff and the Rosen Firm as lead counsel.

Plaintiff filed an amended complaint on January 22, 2021.

The plaintiff filed an amended complaint on January 22, 2021.

The Amended Complaint asserts claims under the federal securities laws and seeks, among other things, monetary relief.

On March 8, 2021, the Company filed a motion to dismiss the amended complaint, and on August 4, 2021, the court dismissed the amended complaint, holding that it failed to set forth a valid claim.

There has been no appeal of the dismissal and the Evans Action has been concluded.

A second purported stockholder class action and derivative complaint, alleging violations of the U.S.

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Becht et al., Case No.

1:20-cv-09685.

1:20-cv-09685 (the “Lewis Action”).

The Company was named as a nominal defendant.

The plaintiff seeks, among other things, injunctive and/or monetary relief.

This case remains at an early stage.

This action was voluntarily stayed during the pendency of the motion to dismiss the Evans Action.

Following the dismissal of the Evans Action, counsel for the plaintiff in the Lewis Action agreed to dismiss the case and the court has approved the dismissal of the action as of October 2021.

At this time, the Company cannot reasonably estimate a range of loss, if any, not covered by available insurance, that may result given the current status of these lawsuits.

A complaint alleging various claims including breach of contract and violations of the California Trade Secrets Act was filed against the Company and King Kylie LLC (“King Kylie”) in the Superior Court of the State of California, County of Los Angeles on June 30, 2020.

The case is captioned Seed Beauty, LLC et al., v.

Coty Inc., et al., Case No.

20VECV00721 (the “Seed Action”).

The plaintiffs, Seed Beauty, LLC and BETA Beauty, LLC (collectively, “Seed”) sought a temporary restraining order to enjoin the Company and King Kylie from discussing or using certain alleged Seed trade secrets.

The court denied this request.

In addition, following the announcement of the potential deal between the Company and KKW Beauty, LLC (“KKW”), Seed commenced a lawsuit against KKW in the Superior Court of the State of California, County of Los Angeles.

The case, which was filed June 19, 2020, is captioned Seed Beauty, LLC et al., v.

KKW Beauty, LLC, Case No.

20VECV00684, and was before the same court as the Seed Action.

Seed secured a temporary restraining order prohibiting KKW from sharing with the Company certain alleged Seed trade secrets related to the business relationship between Seed and KKW, as contained in certain documents filed in the action under seal.

The Company was not a party to this action but the temporary restraining order imposed on KKW had been extended to the Company.

In April 2021, SEED and King Kylie, KKW and the Company reached an agreement to settle the litigations brought by SEED, which have been formally dismissed.

The Company’s portion of the settlement was not material including both its direct allocation as well as the portion attributable to King Kylie and its 20 % KKW stake.

A portion of the Company’s direct allocation was covered by indemnifications from the King Kylie and KKW sellers.

Brazilian Tax Assessments

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June 30, 2022

Mar-18 State sales tax credits, which the Treasury Office of the State of Goiás considers as improperly registered ICMS 2016-2017 R$ 361.7 million (approximately $ 73.0 )

Mar-18 State sales tax credits, which the Treasury Office of the State of Goiás considers as improperly registered ICMS 2016-2017 R$ 1.0 million (approximately $ 0.2 ) (a)

Aug-20 ICMS 2017-2019 R$ 698.6 million (approximately $ 134.8 )

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Jun-21 State sales tax, which the Treasury Office of the State of Goiás considers as improperly calculated ICMS 2016-2020 R$ 79.4 million (approximately $ 15.3 )

(a) During the first quarter of fiscal 2022, assessments amounting in R$ 360.7 million (approximately $ 66.6 ) were dismissed by the Goiás State Treasury's Attorney Office in favor of the Company.

All cases are currently in the administrative process.

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Fiscal Year Ending June 30, Purchase Obligations

Thereafter 1.3

Total $ 707.3

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In connection with the sales of certain businesses, the Company has assigned its rights and obligations under a real estate lease to JAB Partners LLP.

The remaining term of this lease is approximately 10 years.

The remaining term of this lease is approximately nine years .

While the Company is no longer the primary obligor under this lease, the lessor has not completely released the Company from its obligation, and holds it secondarily liable in the event that the assignee defaults on the lease.

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See Note 24—Share-Based Compensation Plans for more information on the Award.

Relationship with KKR

As noted previously, in fiscal 2020 KKR Aggregator purchased Series B Preferred Stock.

This preferred stock conveys to KKR Aggregator the right to designate two directors to the Company’s Board of Directors and voting rights on an as-converted

& SUBSIDIARIES

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($ in millions, except per share data)

Assuming full conversion of the preferred stock (including any accrued dividends through June 30, 2021) and no other changes to the Company’s capitalization, KKR Aggregator would be the second largest shareholder, with a 18.4 % stake.

Relationship with KKR

As noted in Note 23—Equity and Convertible Preferred Stock, in fiscal 2020 KKR Aggregator purchased Series B Preferred Stock.

This preferred stock conveyed to KKR Aggregator the right to designate two directors to the Company’s Board of Directors and voting rights on an as-converted basis.

On November 16, 2020, KKR Aggregator and affiliated investment funds agreed to sell 146,057 shares of Series B Preferred Stock to HFS Holdings S.à r.l, a private limited liability company incorporated under the laws of Luxembourg that is beneficially owned by Peter Harf, a director of the Company.

The transaction, which is subject to customary closing conditions, is expected to close on August 27, 2021.

The transaction, which was subject to customary closing conditions, closed on August 27, 2021.

In June of 2020, KKR Bidco and Coty entered into a separate definitive agreement regarding a strategic transaction (“Wella Transaction”) for the sale of the Company’s Professional and Retail Hair business, which was completed on November 30, 2020.

KKR owns approximately 60 % of this separately managed entity and Coty owns the remaining approximately 40 %.

Refer to Note 23—Equity and Convertible Preferred Stock for the definitive agreement entered into with KKR that closed on October 20, 2021.

On September 10, 2021, KKR Aggregator converted a portion of its Series B Preferred Stock into Class A common stock of the Company and completed a secondary public offering of the converted shares of Class A common stock.

Refer to Note 23—Equity and Convertible Preferred Stock.

On October 20, 2021, the Company completed the sale of a 9.4 % stake in Wella to KKR Aggregator in the First Exchange.

On November 10, 2021, KKR Aggregator converted 123,219 shares of Series B Preferred Stock, and $ 1.2 of unpaid dividends into 19,944,701 shares of Class A common stock.

Immediately after the conversion, KKR Aggregator completed a sale of 19,944,701 shares of Class A common stock.

On November 30, 2021, Coty completed the sale of an additional 4.7 % stake in Wella to KKR Aggregator in the Second Exchange, reducing the Company’s total shareholding in the Wella Company to 25.9 %.

Refer to Note 23—Equity and Convertible Preferred Stock.

Following the Second Exchange, KKR no longer holds any preferred stock of the Company and no longer has the right to designate any directors to the Company's Board of Directors.

During fiscal 2022, 2021 and 2020, fees of $ 0.0 , $ 7.6 and $ 25.5 , respectively, were incurred with KKR in connection with the initial and second closings of the Series B Preferred Stock;

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The Company also entered into agreements with KKR for potential consulting and advisory services.

No fees were incurred under such agreements in fiscal 2021 or fiscal 2020.

No fees were incurred under such agreements in fiscal years 2022, 2021 or 2020.

From time to time, certain funds held by KKR may hold the Company’s Senior Secured and Unsecured Notes (as defined in Note 15—Debt).

These funds may receive principal and interest payments on the same terms as other investors in the Company’s Senior Secured and Unsecured Notes.

Coty owns 40 % of the Wella Business as an equity investment and performs certain services to Wella.

As of June 30, 2022, Coty owns 25.9 % of the Wella Company as an equity investment and performs certain services to Wella.

Refer to Note 13—Equity Investments.

In connection with the sale of the Wella Business, the Company and Wella entered into a Transitional Services Agreement (“TSA”).

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Such services include billing and collecting from Wella customers, certain logistics and warehouse services, as well as other administrative and systems support.

The various services will be provided for a period of up to eighteen months and can be extended for another three month period.

TSA fees and other fees earned since the divestiture were $ 86.6 and $ 3.4 , respectively, for the seven months ended June 30, 2021.

The Company and Wella have mutually agreed to end the contracted TSA services on January 31, 2022.

The Company and Wella have also entered into other manufacturing and distribution arrangements to facilitate the Wella Business transition in the U.S.

TSA fees and other fees earned were $ 87.5 and $ 6.7 , respectively, for the year ended June 30, 2022 and $ 86.6 and $ 3.4 , respectively for the seven months ended June 30, 2021.

The TSA fees are principally invoiced on a cost plus basis.

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As of June 30, 2022, accounts receivable from and accounts payable to Wella of $ 70.2 and $ 4.7 , respectively, were included in Prepaid expenses and other current assets and Accrued expenses and other current liabilities, respectively, in the Company's Balance Sheets.

In accordance with the separation agreement with Wella, Coty shall retain and be solely responsible for any amounts payable to former Coty employees transferred to Wella (“Wella employee”), who participated in the Coty Long-Term Incentive Plan.

Additionally, as of June 30, 2022, the Company has accrued $ 72.3 related to long-term payables due to Wella included in Other noncurrent liabilities in the Company's Consolidated Balance Sheet.

In accordance with the separation agreement with Wella, Coty shall retain and be solely responsible for any amounts payable to former Coty employees transferred to Wella (“Wella employees”), who participated in the Coty Long-Term Incentive Plan.

The Wella employees will continue to participate and vest on the current terms for the remaining vesting period after the separation.

As such, Coty will continue to recognize the share-based compensation expense for Wella employees until the existing equity awards reach their vesting date.

For the year ended June 30, 2021, Coty recorded $ 2.3 of share-based compensation expense related to Wella employees, which was presented as part of Other (income) expense, net in the Consolidated Statements of Operations.

For the years ended June 30, 2022 and 2021, Coty recorded $ 0.7 and $ 2.3 of

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

share-based compensation expense related to Wella employees, which was presented as part of Other income, net in the Consolidated Statements of Operations.

The Company has certain sublease arrangements with Wella after the sale.

For the seven months ended June 30, 2021, the Company reported sublease income of $ 9.1 from Wella.

For the year ended June 30, 2022 and the seven months June 30, 2021, the Company reported sublease income of $ 13.3 and $ 9.1 from Wella.

The disinterested members of the Board reviewed and approved the entry into a license agreement with Orveda, an ultra-premium skincare brand co-founded by Coty’s CEO, Sue Nabi.

Nabi has no continuing formal role at Orveda or economic interest in Orveda as a result of divesting her interests which was settled in cash in December 2021;

however her business partner and co-founder, Nicolas Vu, is the sole owner and CEO of Orveda, and Mr.

Vu also provides consulting services, related to the skincare category and Orveda positioning, to Coty under the terms of a separate agreement.

The initial term of the Orveda license agreement is five years , with two five-year automatic renewals subject to the achievement of certain net revenue milestones.

The principal terms of the license agreement are consistent with other Coty prestige licenses and the Board determined that the terms were no more favorable than to an unaffiliated third party.

Consulting Services and Other Arrangements

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In addition, the Company’s former subsidiary, Beamly, entered into service agreements with affiliates of JAB for the provision of digital media services on customary market terms.

Fees under each of these arrangements totaled less than $ 1.0 in fiscal 2020 and 2019, respectively.

Fees under each of these arrangements totaled less than $ 1.0 in fiscal 2020.

Beatrice Ballini, a director, serves as a senior member of the Retail Practice and a leader of the Board and CEO Advisory Partners group at Russell Reynolds Associates.

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The amount of such reimbursement was approximately $ 0.6 for fiscal 2020.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in millions, except per share data)

SUBSEQUENT EVENTS

On August 25, 2021, the Company completed an initial filing with the Brazilian Securities and Exchange Commission, Comissão de Valores Mobiliários, or CVM, in connection with its exploration of a potential public offering of a minority stake in its Brazilian operations.

Such a transaction is subject to market and other conditions, including the approval by, and registration of the shares with, the CVM.

The Company evaluated the effect of events and transactions subsequent to the consolidated balance sheet date of June 30, 2022 through the date of issuance of the Consolidated Financial Statements and determined that no subsequent events have occurred that require recognition in the Consolidated Financial Statements or disclosure in the notes to the Consolidated Financial Statements.

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54.9 ( 14.9 ) 1.4 (d)

( 24.2 ) 54.9

67.7 — 11.4 (d)

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures